Common use of Call Right Clause in Contracts

Call Right. Notwithstanding anything to the contrary in this Section 4.7, a Redeeming Holder shall be deemed to have offered to sell its Class A Units and/or Company Warrants as described in any Redemption Notice to each member of the PubCo Holdings Group, and PubCo (or such other member(s) of the PubCo Holdings Group designated by PubCo) may, in its sole discretion, in accordance with this Section 4.7(f), elect to purchase directly and acquire such Class A Units and/or Company Warrants on the Redemption Date by paying to the Redeeming Holder that number of Class A Shares or PubCo Warrants, as applicable, the Redeeming Holder would otherwise receive pursuant to Section 4.7(e) or, if PubCo (or such designated member(s) of the PubCo Holdings Group ) makes a Cash Election, the Cash Election Amount for such Class A Shares or PubCo Warrants (the “Call Right”), whereupon PubCo (or such designated member(s) of the PubCo Holdings Group) shall acquire the Class A Units and/or Company Warrants offered for redemption by the Redeeming Holder and shall become the owner thereof.

Call Right. (i) Notwithstanding anything to the contrary in this Section 4.74.6, a Redeeming Holder Member shall be deemed to have offered to sell its Class A Units and/or Company Warrants as described in any the Redemption Notice to each member of the PubCo Holdings Group, and PubCo Managing Member Blocker (or such other member(s) of the PubCo Holdings Group designated by PubCoManaging Member Blocker) may, in its sole discretion, by means of delivery of a Call Election Notice in accordance with with, and subject to the terms of, this Section 4.7(f4.6(f), elect to purchase directly and acquire such Units (together with the surrender and delivery of the same number of Class A Units and/or Company Warrants B Shares) on the Redemption Date by paying to the Redeeming Holder Member (or, on the Redeeming Member’s written order, its designee) that number of Class A Shares or PubCo Warrants, as applicable, the Redeeming Holder Member (or its designee) would otherwise receive pursuant to Section 4.7(e4.6(a)(i) or, if PubCo at the election of Managing Member Blocker (or such designated member(s) of the PubCo Holdings Group ) makes Group), if a Cash ElectionElection is duly made in accordance with Section 4.6(f)(iii), an amount of cash equal to the Cash Election Amount for of such Class A Shares or PubCo Warrants (the “Call Right”), whereupon PubCo Managing Member Blocker (or such designated member(s) of the PubCo Holdings Group) shall acquire the Class A Units and/or Company Warrants offered for redemption by the Redeeming Holder Member (together with the surrender and delivery of the same number of Class B Shares to PubCo for cancellation). Managing Member Blocker (or such designated member(s) of the PubCo Holdings Group) shall become be treated for all purposes of this Agreement as the owner thereofof such Units; provided that if the Cash Election Amount is funded other than through the issuance of Class A Shares, such Units will be reclassified into another Equity Security of the Company if the Managing Member determines such reclassification is necessary.

Call Right. Notwithstanding anything to the contrary in this Section 4.7, a Redeeming Holder shall be deemed to have offered to sell its Class A Units and/or Company Warrants as described in any Redemption Notice to each member of the PubCo Holdings Group, and PubCo (or such other member(s) of the PubCo Holdings Group designated by PubCo) may, in its sole discretion, in accordance with this Section 4.7(f), elect to purchase directly and acquire such Class A Units and/or Company Warrants on the Redemption Date by paying to the Redeeming Holder that number of Class A Shares or PubCo Warrants, as applicable, the Redeeming Holder would otherwise receive pursuant to Section 4.7(e) or, if PubCo (or such designated member(s) of the PubCo Holdings Group Group) makes a Cash Election, the Cash Election Amount for such Class A Shares or PubCo Warrants (the “Call Right”), whereupon PubCo (or such designated member(s) of the PubCo Holdings Group) shall acquire the Class A Units and/or Company Warrants offered for redemption by the Redeeming Holder and shall become the owner thereof.

Call Right. (i) Notwithstanding anything to the contrary in this Section 4.74.6, but subject to Section 4.6(g) and (h), a Redeeming Holder Member shall be deemed to have offered to sell its Class A Redeemed Units and/or Company Warrants as described in any Redemption Notice to each member of the PubCo Holdings Group, and PubCo (or such other member(s) of the PubCo Holdings Group designated by PubCo) may, in its sole discretion, by means of delivery of a Call Election Notice in accordance with with, and subject to the terms of, this Section 4.7(f4.6(f), elect to purchase directly and acquire such Units (together with the surrender and delivery of the same number of Class A Units and/or Company Warrants B Shares) on the Redemption Date by paying to the Redeeming Holder Member (or, on the Redeeming Member’s written order, its designee) that number of Class A Shares or PubCo Warrants, as applicable, the Redeeming Holder Member (or its designee) would otherwise receive pursuant to Section 4.7(e4.6(a)(i) or, if at the election of PubCo (or such designated member(s) of the PubCo Holdings Group ) makes a Cash ElectionGroup), an amount of cash equal to the Cash Election Amount for of such Class A Shares or PubCo Warrants (the “Call Right”), whereupon PubCo (or such designated member(s) of the PubCo Holdings Group) shall acquire the Class A Units and/or Company Warrants offered for redemption by the Redeeming Holder Member (together with the surrender and delivery of the same number of Class B Shares to PubCo for cancellation). PubCo (or such designated member(s) of the PubCo Holdings Group) shall become be treated for all purposes of this Agreement as the owner thereofof such Units; provided, that if the Cash Election Amount is funded other than through the issuance of Class A Shares, such Units will be reclassified into another Equity Security of the Company if the Managing Member determines such reclassification is necessary.

Call Right. Notwithstanding anything to the contrary in this Section 4.73.6, a Redeeming Holder shall be deemed to have offered to sell its Class A Units and/or Company Warrants as described in any Redemption Notice to each member of the PubCo Holdings Group, and PubCo (or such other member(s) of the PubCo Holdings Group designated by PubCo) may, in its sole discretion, in accordance with this Section 4.7(f3.6(f), elect by delivery of written notice to the Redeeming Holder within three (3) Business Days of delivery of the Redemption Notice to purchase directly and acquire such Class A Units and/or Company Warrants on the Redemption Date by paying to the Redeeming Holder that number of Class A Shares or PubCo Warrants, as applicable, the Redeeming Holder would otherwise receive pursuant to Section 4.7(e3.6(e) or, if PubCo (or such designated member(s) of the PubCo Holdings Group ) makes a Cash Election, the Cash Election Amount for such Class A Shares or PubCo Warrants (the “Call Right”), whereupon PubCo (or such designated member(s) of the PubCo Holdings Group) shall acquire the Class A Units and/or Company Warrants offered for redemption by the Redeeming Holder and shall become the owner thereof. If the Company does not timely deliver such written notice, the Company shall be deemed to have waived its Call Right with respect to the Redemption described in the Redemption Notice.

Call Right. (i) Notwithstanding anything to the contrary in this Section 4.73.6, a Redeeming Holder Member shall be deemed to have offered to sell its Class A Redeemed Units and/or Company Warrants as described in any Redemption Notice to each member of the PubCo Holdings Group, and PubCo (or such other member(s) of the PubCo Holdings Group designated by PubCo) may, in its sole discretion, by means of delivery of a Call Election Notice in accordance with with, and subject to the terms of, this Section 4.7(f3.6(f), elect to purchase directly and acquire such Units (together with the surrender and delivery of the same number of Class A Units and/or Company Warrants B Shares) on the Redemption Date by paying to the Redeeming Holder Member (or, on the Redeeming Member’s written order, its designee) that number of Class A Shares or PubCo Warrants, as applicable, the Redeeming Holder Member (or its designee) would otherwise receive pursuant to Section 4.7(e3.6(a)(i) or, if at the election of PubCo (or such designated member(s) of the PubCo Holdings Group ) makes a Cash ElectionGroup), an amount of cash equal to the Cash Election Amount for of such Class A Shares or PubCo Warrants (the “Call Right”), whereupon PubCo (or such designated member(s) of the PubCo Holdings Group) shall acquire the Class A Units and/or Company Warrants offered for redemption by the Redeeming Holder Member (together with the surrender and delivery of the same number of Class B Shares to PubCo for cancellation). PubCo (or such designated member(s) of the PubCo Holdings Group) shall become be treated for all purposes of this Agreement as the owner thereofof such Units; provided, that if the Cash Election Amount is funded other than through the issuance of Class A Shares, such Units will be reclassified into another Equity Security of the Company if the Managing Member determines such reclassification is necessary.

Call Right. Notwithstanding anything to the contrary in this Section 4.73.7, a Redeeming Holder shall be deemed to have offered to sell its Class A Units and/or Company Warrants as described in any Redemption Notice to each member of the PubCo Holdings Group, and PubCo (or such other member(s) of the PubCo Holdings Group designated by PubCo) may, in its sole discretion, in accordance with this Section 4.7(f3.7(f), elect elect, by delivery of written notice to the Redeeming Holder within three (3) Business Days of delivery of the Redemption Notice, to purchase directly and acquire such Class A Units and/or Company Warrants on the Redemption Date by paying to the Redeeming Holder that number of Class A Shares or PubCo Warrants, as applicable, the Redeeming Holder would otherwise receive pursuant to Section 4.7(e3.7(e)(i) or, if PubCo (or such designated member(s) of the PubCo Holdings Group ) makes a Cash Election, the Cash Election Amount for such Class A Shares or PubCo Warrants (the “Call Right”), whereupon PubCo (or such designated member(s) of the PubCo Holdings Group) shall acquire the Class A Units and/or Company Warrants offered for redemption by the Redeeming Holder and shall become the owner thereof. If the Company does not timely deliver such written notice, the Company shall be deemed to have waived its Call Right with respect to the Redemption described in the Redemption Notice.

Call Right. (i) Notwithstanding anything to the contrary in this Section 4.73.6, but subject to Section 3.6(g), a Redeeming Holder Member shall be deemed to have offered to sell its Class A Redeeming Units and/or Company Warrants as described in any Redemption Notice to each member of the PubCo Holdings Group, and PubCo (or such other member(s) of the PubCo Holdings Group designated by PubCo) may, in its sole discretion, by means of delivery of a Call Election Notice in accordance with with, and subject to the terms of, this Section 4.7(f3.6(f), elect to purchase directly and acquire such Units (together with the surrender and delivery of the same number of Class A Units and/or Company Warrants B Shares) on the Redemption Date by paying to the Redeeming Holder Member (or, on the Redeeming Member’s written order, its designee) that number of Class A Shares or PubCo Warrants, as applicable, the Redeeming Holder Member (or its designee) would otherwise receive pursuant to Section 4.7(e3.6(a)(i) or, if at the election of PubCo (or such designated member(s) of the PubCo Holdings Group ) makes a Cash ElectionGroup), an amount of cash equal to the Cash Election Amount for of such Class A Shares or PubCo Warrants (the “Call Right”), whereupon PubCo (or such designated member(s) of the PubCo Holdings Group) shall acquire the Class A Units and/or Company Warrants offered for redemption by the Redeeming Holder Member (together with the surrender and delivery of the same number of Class B Shares to PubCo for cancellation). PubCo (or such designated member(s) of the PubCo Holdings Group) shall become be treated for all purposes of this Agreement as the owner thereofof such Units; provided that if the Cash Election Amount is funded other than through the issuance of Class A Shares, such Units will be reclassified into another Equity Security of the Company if the Managing Member determines such reclassification is necessary.

Call Right. (i) Notwithstanding anything to the contrary in this Section 4.73.6, but subject to Section 3.6(g), a Redeeming Holder Member shall be deemed to have offered to sell its Class A Redeemed Units and/or Company Warrants as described in any Redemption Notice to each member of the PubCo Holdings Group, and PubCo (or such other member(s) of the PubCo Holdings Group designated by PubCo) may, in its sole discretion, by means of delivery of a Call Election Notice in accordance with with, and subject to the terms of, this Section 4.7(f3.6(f), elect to purchase directly and acquire such Units (together with the surrender and delivery of the same number of Class A Units and/or Company Warrants B Shares) on the Redemption Date by paying to the Redeeming Holder Member (or, on the Redeeming Member’s written order, its designee) that number of Class A Shares or PubCo Warrants, as applicable, the Redeeming Holder Member (or its designee) would otherwise receive pursuant to Section 4.7(e3.6(a)(i) or, if at the election of PubCo (or such designated member(s) of the PubCo Holdings Group ) makes a Cash ElectionGroup), an amount of cash equal to the Cash Election Amount for of such Class A Shares or PubCo Warrants (the “Call Right”), whereupon PubCo (or such designated member(s) of the PubCo Holdings Group) shall acquire the Class A Units and/or Company Warrants offered for redemption by the Redeeming Holder Member (together with the surrender and delivery of the same number of Class B Shares to PubCo for cancellation). PubCo (or such designated member(s) of the PubCo Holdings Group) shall become be treated for all purposes of this Agreement as the owner thereofof such Units. Notwithstanding any other provisions of this Agreement to the contrary, in the event that PubCo makes a valid Cash Election, (i) the Cash Election Amount shall be funded through a private sale or Public Offering by PubCo of Class A Shares on or no later than five (5) Business Days after the relevant Redemption Notice Date and (ii) PubCo shall have no obligation to pay any portion of a Cash Election Amount that exceeds the net proceeds (after deduction of any Discount) from the private sale or Public Offering by PubCo of a number of Class A Shares equal to the number of Redeemed Units to be purchased with such cash.

Call Right. (i) Notwithstanding anything to the contrary in this Section 4.74.6, a Redeeming Holder Member shall be deemed to have offered to sell its Class A Units and/or Company Warrants as described in any the Redemption Notice to each member of the PubCo Holdings Group, and PubCo Managing Member Blocker (or such other member(s) of the PubCo Holdings Group designated by PubCoManaging Member Blocker) may, in its sole discretion, by means of delivery of a Call Election Notice in accordance with with, and subject to the terms of, this Section 4.7(f4.6(f), elect to purchase directly and acquire such Units (together with the surrender and delivery of the same number of Class A Units and/or Company Warrants B Shares) on the Redemption Date by paying to the Redeeming Holder Member (or, on the Redeeming Member’s written order, its designee) that number of Class A Shares or PubCo Warrants, as applicable, the Redeeming Holder Member (or its designee) would otherwise receive pursuant to Section 4.7(e4.6(a)(i) or, if PubCo at the election of Managing Member Blocker (or such designated member(s) of the PubCo Holdings Group ) makes Group), if a Cash ElectionElection is duly made in accordance with Section 4.6(f)(ii), an amount of cash equal to the Cash Election Amount for of such Class A Shares or PubCo Warrants (the “Call Right”), whereupon PubCo Managing Member Blocker (or such designated member(s) of the PubCo Holdings Group) shall acquire the Class A Units and/or Company Warrants offered for redemption by the Redeeming Holder Member (together with the surrender and delivery of the same number of Class B Shares to PubCo for cancellation). Managing Member Blocker (or such designated member(s) of the PubCo Holdings Group) shall become be treated for all purposes of this Agreement as the owner thereofof such Units; provided that if the Cash Election Amount is funded other than through the issuance of Class A Shares, such Units will be reclassified into another Equity Security of the Company if the Managing Member determines such reclassification is necessary.

Call Right. (i) Notwithstanding anything to the contrary in this Section 4.74.6, a Redeeming Holder Member shall be deemed to have offered to sell its Class A Units and/or Company Warrants as described in any the Redemption Notice to each member of the PubCo Holdings Group, and PubCo (or such other member(s) any member of the PubCo Holdings Group designated by PubCo) may, in its sole discretion, by means of delivery of a Call Election Notice in accordance with with, and subject to the terms of, this Section 4.7(f4.6(f), elect to purchase directly and acquire such Units (together with the surrender and delivery of the same number of Class A Units and/or Company Warrants B Shares) on the Redemption Date by paying to the Redeeming Holder Member (or, on the Redeeming Member’s written order, its designee) that number of Class A Shares or PubCo Warrants, as applicable, the Redeeming Holder Member (or its designees) would otherwise receive pursuant to Section 4.7(e4.6(b) or Section 4.6(c)(i) or, if PubCo (or at the election of such designated member(s) member of the PubCo Holdings Group ) makes a Cash ElectionGroup, an amount of cash equal to the Cash Election Amount for of such Class A Shares or PubCo Warrants (the “Call Right”), whereupon PubCo (or such designated member(s) member of the PubCo Holdings Group) Group shall acquire the Class A Units and/or Company Warrants offered for redemption by the Redeeming Holder Member (together with the surrender and delivery of the same number of Class B Shares to PubCo for cancellation). Such member of the PubCo Holdings Group shall become be treated for all purposes of this Agreement as the owner thereofof such Units; provided that if the Cash Election Amount is funded other than through the issuance of Class A Shares, such Units will be reclassified into another Equity Security of the Company if the Managing Member determines such reclassification is necessary.