Common use of Purchase and Transfer Clause in Contracts

Purchase and Transfer. (a) Subject to the terms herein set forth, at the Closing (as defined herein), each Unitholder agrees (severally and not jointly) to Transfer to Purchaser the number of Units set forth opposite such Unitholder’s name under the column entitled “Units” on Annex A to this Agreement (collectively, the “Purchased Units”), and Purchaser agrees to purchase [50]1% of the Purchased Units from such Unitholder for a purchase price per Unit equal to the Merger Consideration (the “Cash Consideration”) and [50]1% of the Purchased Units in exchange for a pro rata (in kind and amount) number of shares of common stock of Parent assuming that the value of each Purchased Unit is equal to the Merger Consideration (the “Parent Share Consideration”), (b) Each of the parties hereto agrees that the purchase and sale of the Purchased Units as contemplated by this Agreement shall be treated as a taxable Exchange (as defined in the Tax Receivable Agreements) resulting in a Basis Adjustment (as defined in the Tax Receivable Agreements), in each case, pursuant to and under the Tax Receivable Agreements. 1 The percentage of Units to be exchanged for cash/stock shall be appropriately revised to give effect to the Sell-Down (as defined in Schedule C of the Interim Investors Agreement).

Purchase and Transfer. (a) Subject to the terms herein set forth, at the Closing (as defined herein), each Unitholder agrees (severally and not jointly) to Transfer to Purchaser the number of Units set forth opposite such Unitholder’s name under the column entitled “Units” on Annex A to this Agreement (collectively, the “Purchased Units”), and Purchaser agrees to purchase [50]1% of the Purchased Units from such Unitholder for a purchase price per Unit equal to the Merger Consideration (the “Cash Consideration”) and [50]1% of the Purchased Units in exchange for a pro rata (in kind and amount) number of shares of common stock of Parent assuming that the value of each Purchased Unit is equal to the Merger Consideration (the “Parent Share Consideration”), (b) Each of the parties hereto agrees that the purchase and sale of the Purchased Units as contemplated by this Agreement shall be treated as a taxable Exchange (as defined in the Tax Receivable Agreements) resulting in a Basis Adjustment (as defined in the Tax Receivable Agreements), in each case, pursuant to and under the Tax Receivable Agreements. . 1 The percentage of Units to be exchanged for cash/stock shall be appropriately revised to give effect to the Sell-Down (as defined in Schedule C of the Interim Investors Agreement).