Mandatory Exchange Clause Samples

Mandatory Exchange. The Managing Member may, with the consent of those Members (other than the Managing Member) holding not less than 75% of the Holdings Units (as such term is defined in the Exchange Agreement) (excluding any Holdings Units held by the Managing Member) require all Members holding Holdings Units to exchange all such units held by them pursuant to the Exchange Agreement.

Mandatory Exchange. (a) A Global Note deposited with the Depository shall be exchanged for one or more Certificated Notes issued to the beneficial owners thereof if (i) either the Depository notifies the Company that it is unwilling or unable to continue as depository for such Global Note or (ii) at any time the Depository, Clearstream or Euroclear, as applicable, ceases to be a Clearing Agency registered under the Exchange Act and, in each case, a successor depository is not appointed by the Company within 90 days after such notice; and provided that such exchange complies with Section 2.7 hereof. (b) Any Global Note that is exchanged for a Certificated Note pursuant to this Section 2.11 shall be surrendered by the Depository to the Paying Agent to be so transferred, in whole or from time to time in part, without charge, and the Company shall execute, and the Paying Agent shall deliver, upon such transfer of each portion of such Global Note, an equal aggregate principal amount of Certificated Notes in Authorized Denominations. Any Certificated Note delivered in exchange for an interest in a Global Note shall, except as otherwise provided by Section 2.7(n) hereof, bear the legends set forth in the applicable Exhibit hereto and shall be subject to the transfer restrictions referred to in such legends. (c) Subject to the provisions of subsection (b) of this Section 2.11, the Holder of a Global Note may grant proxies and otherwise authorize any Person, including Agent Members and Persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under this Agreement or the Purchase Money Notes. (d) In the event of the occurrence of the event specified in subsection (a) of this Section 2.11, the Company shall promptly make available to the Paying Agent a reasonable supply of Certificated Notes in definitive, fully registered form without interest coupons. The Certificated Notes shall be in substantially the same form as the Exhibits to this Agreement with such changes therein as the Company and Paying Agent shall agree and the Company shall execute, and the Paying Agent shall deliver, in exchange for the Global Note or Global Notes, as the case may be, the same original aggregate principal amount of Certificated Notes of Authorized Denominations.

Mandatory Exchange. In the event that: (a) at any time the number of Exchangeable Units Outstanding (other than Exchangeable Units held by the General Partner or its Affiliates and as such number of Units may be adjusted in accordance with the Agreement to give effect to a Combination or Subdivision of, or unit distribution on, the Exchangeable Units, or any issue or distribution of rights to acquire Exchangeable Units or securities exchangeable for or convertible into Exchangeable Units following the date hereof) represents less than 2% of the equity capital of the General Partner on a fully-diluted basis, or (b) a TopCo Control Transaction occurs with respect to which both: (i) the General Partner’s Board of Directors has determined, in good faith, that such TopCo Control Transaction involves an arm’s length transaction between TopCo and a bona fide third party and has a legitimate material commercial purpose other than causing the exchange of the Exchangeable Units in connection with such TopCo Control Transaction; and (ii) the holders of the Exchangeable Units have received not less than 15 Business Days prior written notice from the General Partner prior to the date that it makes such determination, or (c) an Exempt Exchangeable Voting Event is proposed and, following reasonable prior written notice to the holders of the Exchangeable Units by the General Partner that such proposal constitutes an Exempt Exchangeable Voting Event, the requisite plurality of such holders fail to vote or provide written consent or proxy with respect to such Exchangeable Units (to the extent such actions are permitted by Law and would not cause a violation of this Agreement, the TopCo Articles, or the Investor Rights Agreement) at a meeting called in accordance with this Agreement to approve or disapprove, as applicable, the Exempt Exchangeable Voting Event in order to maintain economic equivalence of the Exchangeable Units and the GP Units, then on prior written notice given by the Partnership to the holders of Exchangeable Units at least fifteen days prior to such mandatory exchange, in the case of the foregoing Sections 2.5(a) and 2.5(b), and on the Business Day following the day on which the holders of the Exchangeable Units failed to take such action in the case of the foregoing Section 2.5(c), the Partnership may cause a mandatory exchange of all of the Outstanding Exchangeable Units (which shall be deemed to be the Subject Units), on such date as is specified by the Partnership in such...

Mandatory Exchange. The Managing Member may, with the consent of each of the Class B Members and Class D Members who, together with its Affiliates and Permitted Transferees, beneficially own at least 75% of the Class B Units and Class D Units in the aggregate, require all Members holding Class B Units or Class D Units to exchange all such Units held by them pursuant to the Exchange Agreement. Any exchange of Class B Units and Class D Units pursuant to this Section 7.8 shall be treated as a transfer of Units governed by Section 3.2(c).

Mandatory Exchange. Notwithstanding any other provision of this Agreement, upon the occurrence of any Change in Control, all Units not held by a member of the Habit Group and all shares of Class B Common Stock shall be automatically surrendered to the Company (or if Habit so elects, to Habit) (in each case, free and clear of all liens, encumbrances, rights of first refusal and the like), and in consideration for such surrender to be delivered on the consummation of such Change in Control (but, in the case of a Change in Control described in (i), (ii) or (iii) of the definition of Change in Control set forth in Section 1.1 of this Agreement, the surrender and delivery of consideration shall occur and be contingent upon the consummation of the transaction approved thereby), Habit shall provide to each such Member (or cause to be provided), at its option and upon the terms and subject to the conditions hereof, either: (x) a Cash Exchange Payment calculated with respect to such Units surrendered by such Member or (y) the issuance by Habit to such Member a number of shares of Class A Common Stock that is equal to the product of the number of Units surrendered by such Member and the Exchange Rate. For the avoidance of doubt, in connection with a transaction described in the preceding sentence, 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 in connection with the Change in Control (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). In addition, in the case of a holder of Units who is an employee of, or who provides services to or on behalf of, the Company or an Affiliate thereof, upon the termination of employment or the performance of services of such Member for any reason (a “Terminated Employee-Member”), upon notice from the Company, each vested Unit held by such Terminated Employee-Member at the time of termination shall be automatically surrendered to the Company (or if Habit so elects, to Habit) (in each case, free and clear of all liens, encumbrances, rights of first refusal and the like, with the shares of Class B Common Stock corresponding to such vested Units to be cancelled) in consideration for, which such consideration shall be delivered...

Mandatory Exchange. In the event that: (a) at any time there remain outstanding fewer than five percent (5%) of the Exchangeable Units outstanding as of the Unit Effective Time (other than Exchangeable Units held by Holdings and as such number of Units may be adjusted in accordance with the Agreement to give effect to a Combination or Subdivision of, or unit distribution on, the Exchangeable Units, or any issue or distribution of rights to acquire Exchangeable Units or securities exchangeable for or convertible into Exchangeable Units following the Unit Effective Time); or (b) a Holdings Control Transaction occurs with respect to which the General Partner has determined in good faith that such Holdings Control Transaction involves a bona fide third party and is not for the primary purpose of causing the exchange of the Exchangeable Units in connection with such Holdings Control Transaction, then on prior written notice given by the Partnership to the holders of Exchangeable Units at least fifteen days prior to such mandatory exchange, the Partnership may cause a mandatory exchange of all of the outstanding Exchangeable Units (which shall be deemed to be the Subject Units), on such date as is specified by the Partnership in such notice (which shall be deemed to be the Exchange Date), pursuant to Section 2.2 of this Schedule A, and for greater certainty, the holders of Exchangeable Units shall not have the right to revoke such mandatory exchange pursuant to Section 2.5 of this Schedule A.

Mandatory Exchange. In the event the Trading Price equals or exceeds 115% of the Exchange Price for 10 out of 15 consecutive Trading Days, this Security will be mandatorily exchanged on the fifth Trading Day (the "Exchange Date") immediately succeeding such tenth Trading Day (unless the Company shall have elected on or prior to the second Trading Day immediately succeeding such tenth Trading Day to permanently terminate the mandatory exchange provisions of this Security) into PCC Shares (subject to adjustment for certain events) per $1,000 principal amount of this Security (initially equivalent to a price of $ per share (the "Exchange Price")). Subject to the following paragraph, on and after the Exchange Date, interest will cease to accrue on this Security. The Holder will be obligated to surrender this Security at the specified office of the Exchange Agent and PCC will be obligated to issue the Exchange Shares. Such exchange will be effected through the facilities of DTC, with the Holder being deemed to have automatically tendered this Security for exchange on the Exchange Date in accordance with applicable DTC procedures. The automatic exchange will be subject to the delivery of the Exchange Shares to the Paying Agent prior to the Exchange Date. In the event that PCC shall distribute rights, options or warrants (other than Discount Rights) ("Rights") pro rata to holders of PCC Shares, so long as any such Rights have not expired or been redeemed, the Holder of this Security when it is surrendered for exchange will be entitled to receive upon exchange, in addition to the Exchange Shares, a number of Rights to be determined as follows: (i) if such exchange occurs on or prior to the date for the distribution to the holders of Rights of separate certificates evidencing such rights (the "Distribution Date"), the same number of Rights to which a holder of a number of shares of PCC Shares equal to the number of Exchange Shares is entitled at the time of such exchange in accordance with the terms and provisions of and applicable to the Rights, and (ii) if such exchange occurs after such Distribution Date, the same number of Rights to which a holder of the number of shares of PCC Shares into which such Security was exchangeable immediately prior to such Distribution Date would have been entitled on such Distribution Date in accordance with the terms and provisions of and applicable to the Rights. The Exchange Price will not be subject to adjustments on account of any declaration, di...

Mandatory Exchange. (i) Notwithstanding anything to the contrary set forth in this Agreement, on the date on which the M&A Transaction is consummated, DIRECTV or such other Person that directly or indirectly acquires DISH DBS shall either: (A) purchase and assume from each Lender and each Preferred Member, as applicable, on the date to be set forth in the Mandatory Exchange Notice (which date shall not be prior to the Closing Date (as defined in the Equity Purchase Agreement)) (the “Exchange Date”), upon prior written notice by DIRECTV to the Administrative Agent (which such notice shall be made not less than 10 Business Days in advance thereof) (the “Mandatory Exchange Notice”), each Lender’s Term Loans and each Preferred Member’s Preferred Membership Interests outstanding, as applicable, as of such date, in exchange for notes (such notes, the “Exchange Notes”) to be issued by DIRECTV Financing, LLC (“DTV Issuer”), in an aggregate principal amount equal to the sum of (A) with respect to each Lender’s Term Loans, (x) the aggregate principal amount of such Term Loans held by such Lender and outstanding on the Mandatory Exchange Date, plus (y) unpaid accrued interest with respect to the Loans held by such Lender as of the Mandatory Exchange Date, plus (z) the Make-Whole Amount (determined as of the Mandatory Exchange Date) or the Prepayment Premium (determined as of the Mandatory Exchange Date), as applicable, or (B) with respect to each Preferred Member’s Preferred Membership Interests, the Unreturned Preferred Amount (as defined in the DBS Subscriber Sub A&R LLC Agreement) in respect of such Preferred Membership Interests redeemed plus (ii) the Applicable Premium (as defined in the DBS Subscriber Sub A&R LLC Agreement); and otherwise on the terms and conditions set forth on Schedule 12.2(g) hereto; provided that all such purchases and assumptions, including with respect to any transferee, shall be made subject to the representations and warranties set forth in Section 12.2(i); or (B) purchase and assume from each Lender and each Preferred Member, as applicable, each Lender’s Term Loans and each Preferred Member’s Preferred Membership Interests outstanding, as applicable, for cash, in an aggregate principal amount equal to the sum of (A) with respect to each Lender’s Term Loans, (x) the aggregate principal amount of such Term Loans held by such Lender and outstanding on such date, plus (y) unpaid accrued interest with respect to the Loans held by such Lender as of such date, p...

Mandatory Exchange. Anything in paragraph 5(f) to the contrary notwithstanding, Custodian will, without Instructions, surrender and exchange Account Securities for other Securities in connection with any maturity, reorganization, recapitalization, or similar transaction in which the owner of the Account Securities is not given an option; provided, however, Custodian shall be responsible to effect any such exchange only upon receiving actual notice of the event permitting or requiring such exchange. For purposes of this subparagraph, actual notice shall mean notice that is received by Custodian from the issuer of the Security, the agent of the issuer of the Security, a nationally recognized subscription service, the Company, or from any other source which would enable Custodian to act in a commercially reasonable manner. To facilitate any such exchange, Custodian is authorized to surrender against payment maturing Obligations and Obligations called for redemption; provided, however, that Custodian deliver to Company notice of such exchange five (5) business days prior to the actual exchange taking place.