Common use of Unit Purchase Agreement Clause in Contracts

Unit Purchase Agreement. (a) H&F covenants and agrees not to, prior to the Effective Time, cause any of its shares of Class B Common Stock of the Company or Units of EBS Master LLC to be exchanged for shares of Class A Common Stock of the Company. (b) Parent and H&F (solely with respect to Section 2.15(b)(iv)) shall, at the Effective Time, cause the following actions to occur as set forth below: (i) Parent covenants and agrees to cause EBS HoldCo II LLC, a Delaware limited liability company and wholly-owned subsidiary of the Surviving Corporation (“Holdco II”), to deliver a duly and validly executed Unit Purchase Agreement, the form of which is attached hereto as Schedule E (the “Unit Purchase Agreement”), to each of the other parties thereto; (ii) substantially simultaneously with the foregoing clause (i), Parent covenants and agrees to deliver to the Surviving Corporation such number of shares of common stock of Parent contemplated in the Unit Purchase Agreement (such shares, the “Parent Share Consideration”); (iii) substantially simultaneously with the foregoing clauses (i) and (ii), Parent covenants and agrees to cause the Surviving Corporation to contribute to Holdco II, the Parent Share Consideration and cause Holdco II to borrow or contribute to Holdco II cash proceeds in an aggregate amount equal to the cash proceeds contemplated in the Unit Purchase Agreement (such cash, the “Cash Consideration”); and (iv) immediately thereafter, Parent covenants and agrees to cause Holdco II to purchase, and H&F covenants and agrees to sell, the Units contemplated to be sold to Holdco II pursuant to the Unit Purchase Agreement by H&F for the Parent Share Consideration and the Cash Consideration, and immediately consummate the transactions contemplated by the Unit Purchase Agreement. (c) It is understood that H&F has requested that its counterparty to the Unit Purchase Agreement be Holdco II. Parent and H&F agree that the purchase and sale of the Units as contemplated by the Unit Purchase 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. Parent covenants and agrees to cause the Surviving Corporation to deliver to H&F at the Effective Time a duly executed written agreement (in such form as may be reasonably acceptable to H&F), pursuant to which, the Surviving Corporation agrees and confirms, as to itself as if it were a party hereto, each of the acknowledgements, agreements and confirmations set forth in this Section 2.15(c). (d) At the Effective Time, Parent covenants and agrees to amend, and to cause GA ITR Holdco, L.P. (immediately following the consummation of the transactions contemplated in the Transfer Agreement) to amend, Section 8(a) of the Limited Liability Company Agreement of ITR Holdco GP LLC to read as follows: “No action of the Board shall be effective unless such action is approved by both of the Managers; provided, however, that notwithstanding the foregoing, the approval of the H&F Manager shall constitute action of the Board in respect of the Partnership enforcing or exercising any rights of the Partnership with respect to any breach of the Tax Receivable Agreements [to be defined in the applicable amendment] by Emdeon Inc. and enforcing the rights pursuant to Section 2.3 of the Tax Receivable Agreements.”