Common use of Election of USCo and Redemption of Redeemed Units Clause in Contracts

Election of USCo and Redemption of Redeemed Units. In connection with the exercise of a Redeeming Member’s Redemption Right under Section 11.01(a), USCo shall contribute to the Company the consideration the Redeeming Member is entitled to receive under Section 11.01(b). USCo, at its option, shall determine whether to contribute, pursuant to Section 11.01(b), the Share Settlement or the Cash Settlement, the Class B Floating Share Settlement or the Class B Floating Cash Settlement, or the Class B Fixed Share Settlement or the Class B Fixed Cash Settlement, as applicable. Unless the Redeeming Member has revoked or delayed a Redemption as provided in Section 11.01(c), on the Redemption Date (to be effective immediately prior to the close of business on the Redemption Date) (i) USCo shall make its Capital Contribution to the Company (in the form of the Share Settlement or the Cash Settlement, the Class B Floating Share Settlement or the Class B Floating Cash Settlement, or the Class B Fixed Share Settlement or the Class B Fixed Cash Settlement, as applicable) required under this Section 11.02, and (ii) the Company shall issue to USCo a number of Class A Units equal to the number of Redeemed Units surrendered by the Redeeming Member. Notwithstanding any other provisions of this Agreement to the contrary, in the event that USCo elects (i) a Cash Settlement or a Class B Fixed Cash Settlement, USCo shall only be obligated to contribute to the Company an amount in respect of such Cash Settlement or Class B Fixed Cash Settlement, as applicable, equal to the net proceeds from the sale by Pubco of a number of Pubco Shares equal to the number of Redeemed Units to be redeemed with such Cash Settlement or Class B Fixed Cash Settlement provided that USCo’s Capital Account shall be increased by an amount equal to any Discount relating to such sale of shares of Pubco Shares in accordance with Section 6.06, or (ii) a Class B Floating Cash Settlement, USCo shall only be obligated to contribute to the Company an amount in respect of such Class B Floating Cash Settlement equal to the net proceeds from the sale by Acreage of a number of Acreage Shares equal to the number of Redeemed Units to be redeemed with such Class B Floating Cash Settlement provided that USCo’s Capital Account shall be increased by an amount equal to any Discount relating to such sale of shares of Acreage Shares in accordance with Section 6.06. The timely revocation of a Redemption as provided in Section 11.01(c) shall terminate all of the Company’s and USCo’s rights and obligations under this Section 11.02 arising from the Redemption Notice.

Election of USCo and Redemption of Redeemed Units. In connection with the exercise of a Redeeming Member’s Redemption Right Rights under Section 11.01(a), USCo shall contribute to the Company the consideration the Redeeming Member is entitled to receive under Section 11.01(b). USCo, at its option, shall determine whether to contribute, pursuant to Section 11.01(b), the Share Settlement or the Cash Settlement, the Class B Floating Share Settlement or the Class B Floating Cash Settlement, or the Class B Fixed Share Settlement or the Class B Fixed Cash Settlement, as applicable. Unless the Redeeming Member has revoked or delayed a Redemption as provided in Section 11.01(c), on the Redemption Date (to be effective immediately prior to the close of business on the Redemption Date) (i) USCo shall make its Capital Contribution to the Company (in the form of the Share Settlement or the Cash Settlement, the Class B Floating Share Settlement or the Class B Floating Cash Settlement, or the Class B Fixed Share Settlement or the Class B Fixed Cash Settlement, as applicable) required under this Section 11.02, and (ii) the Company shall issue to USCo a number of Class A Common Units equal to the number of Redeemed Units surrendered by the Redeeming Member. Notwithstanding any other provisions of this Agreement to the contrary, in the event that USCo elects (i) a Cash Settlement or a Class B Fixed Cash Settlement, USCo shall only be obligated to contribute to the Company an amount in respect of such Cash Settlement or Class B Fixed Cash Settlement, as applicable, equal to the net proceeds from the sale by Pubco of a number of shares of Pubco Subordinate Voting Shares equal to the number of Redeemed Units to be redeemed with such Cash Settlement or Class B Fixed Cash Settlement provided that USCo’s Capital Account shall be increased by an amount equal to any Discount relating to such sale of shares of Pubco Shares in accordance with Section 6.06, or (ii) a Class B Floating Cash Settlement, USCo shall only be obligated to contribute to the Company an amount in respect of such Class B Floating Cash Settlement equal to the net proceeds from the sale by Acreage of a number of Acreage Shares equal to the number of Redeemed Units to be redeemed with such Class B Floating Cash Settlement provided that USCo’s Capital Account shall be increased by an amount equal to any Discount relating to such sale of shares of Acreage Subordinate Voting Shares in accordance with Section 6.06. The timely revocation of a Redemption as provided in Section 11.01(c) shall terminate all of the Company’s and USCo’s ’ rights and obligations under this Section 11.02 arising from the Redemption Notice.

Election of USCo and Redemption of Redeemed Units. In connection with the exercise of a Redeeming Member’s Redemption Right under Section 11.01(a), USCo shall contribute to the Company the consideration the Redeeming Member is entitled to receive under Section 11.01(b). USCo, at its option, shall determine whether to contribute, pursuant to Section 11.01(b), the Share Settlement or the Cash Settlement, the Class B Floating Share Settlement or the Class B Floating Cash Settlement, or the Class B Fixed Share Settlement or the Class B Fixed Cash Settlement, as applicable. Unless the Redeeming Member has revoked or delayed a Redemption as provided in Section 11.01(c), on the Redemption Date (to be effective immediately prior to the close of business on the Redemption Date) (i) USCo shall make its Capital Contribution to the Company (in the form of the Share Settlement or the Cash Settlement, the Class B Floating Share Settlement or the Class B Floating Cash Settlement, or the Class B Fixed Share Settlement or the Class B Fixed Cash Settlement, as applicable) required under this Section 11.02, and (ii) the Company shall issue to USCo a number of Class A Units equal to the number of Redeemed Units surrendered by the Redeeming Member. Notwithstanding any other provisions of this Agreement to the contrary, in the event that USCo elects (i) a Cash Settlement or a Class B Fixed Cash Settlement, USCo shall only be obligated to contribute to the Company an amount in respect of such Cash Settlement or Class B Fixed Cash Settlement, as applicable, equal to the net proceeds from the sale by Pubco of a number of Pubco Shares equal to the number of Redeemed Units to be redeemed with such Cash Settlement or Class B Fixed Cash Settlement provided that USCo’s Capital Account shall be increased by an amount equal to any Discount relating to such sale of shares of Pubco Shares in accordance with Section 6.06, or (ii) a Class B Floating Cash Settlement, USCo shall only be obligated to contribute to the Company an amount in respect of such Class B Floating Cash Settlement equal to the net proceeds from the sale by Acreage of a number of Acreage Shares equal to the number of Redeemed Units to be redeemed with such Class B Floating Cash Settlement provided that USCo’s Capital Account shall be increased by an amount equal to any Discount relating to such sale of shares of Acreage Shares in accordance with Section 6.06. The timely revocation of a Redemption as provided in Section 11.01(c) shall terminate all of the Company’s and USCo’s rights and obligations under this Section 11.02 arising from the Redemption Notice.Notice.‌

Election of USCo and Redemption of Redeemed Units. In connection with the exercise of a Redeeming Member’s 's Redemption Right Rights under Section 11.01(a), USCo shall contribute to the Company the consideration the Redeeming Member is entitled to receive under Section 11.01(b). USCo, at its option, shall determine whether to contribute, pursuant to Section 11.01(b), the Share Settlement or the Cash Settlement, the Class B Floating Share Settlement or the Class B Floating Cash Settlement, or the Class B Fixed Share Settlement or the Class B Fixed Cash Settlement, as applicable. Unless the Redeeming Member has revoked or delayed a Redemption as provided in Section 11.01(c), on the Redemption Date (to be effective immediately prior to the close of business on the Redemption Date) (i) USCo shall make its Capital Contribution to the Company (in the form of the Share Settlement or the Cash Settlement, the Class B Floating Share Settlement or the Class B Floating Cash Settlement, or the Class B Fixed Share Settlement or the Class B Fixed Cash Settlement, as applicable) required under this Section 11.02, and (ii) the Company shall issue to USCo a number of Class A Units equal to the number of Redeemed Units surrendered by the Redeeming Member. Notwithstanding any other provisions of this Agreement to the contrary, in the event that USCo elects (i) a Cash Settlement or a Class B Fixed Cash Settlement, USCo shall only be obligated to contribute to the Company an amount in respect of such Cash Settlement or Class B Fixed Cash Settlement, as applicable, equal to the net proceeds from the sale by Pubco of a number of shares of Pubco Subordinate Voting Shares equal to the number of Redeemed Units to be redeemed with such Cash Settlement or Class B Fixed Cash Settlement provided that USCo’s 's Capital Account shall be increased by an amount equal to any Discount relating to such sale of shares of Pubco Shares in accordance with Section 6.06, or (ii) a Class B Floating Cash Settlement, USCo shall only be obligated to contribute to the Company an amount in respect of such Class B Floating Cash Settlement equal to the net proceeds from the sale by Acreage of a number of Acreage Shares equal to the number of Redeemed Units to be redeemed with such Class B Floating Cash Settlement provided that USCo’s Capital Account shall be increased by an amount equal to any Discount relating to such sale of shares of Acreage Subordinate Voting Shares in accordance with Section 6.06. The timely revocation of a Redemption as provided in Section 11.01(c) shall terminate all of the Company’s 's and USCo’s ' rights and obligations under this Section 11.02 arising from the Redemption Notice.

Election of USCo and Redemption of Redeemed Units. In connection with the exercise of a Redeeming Member’s Redemption Right under Section 11.01(a), USCo shall contribute to the Company the consideration the Redeeming Member is entitled to receive under Section 11.01(b). USCo, at its option, shall determine whether to contribute, pursuant to Section 11.01(b), the Share Settlement or the Cash Settlement, the Class B Floating Share Settlement or the Class B Floating Cash Settlement, or the Class B Fixed Share Settlement or the Class B Fixed Cash Settlement, as applicable. Unless the Redeeming Member has revoked or delayed a Redemption as provided in Section 11.01(c), on the Redemption Date (to be effective immediately prior to the close of business on the Redemption Date) (i) USCo shall make its Capital Contribution to the Company (in the form of the Share Settlement or the Cash Settlement, the Class B Floating Share Settlement or the Class B Floating Cash Settlement, or the Class B Fixed Share Settlement or the Class B Fixed Cash Settlement, as applicable) required under this Section 11.02, and (ii) the Company shall issue to USCo a number of Class A Units equal to the number of Redeemed Units surrendered by the Redeeming Member. Notwithstanding any other provisions of this Agreement to the contrary, in the event that USCo elects (i) a Cash Settlement or a Class B Fixed Cash Settlement, USCo shall only be obligated to contribute to the Company an amount in respect of such Cash Settlement or Class B Fixed Cash Settlement, as applicable, equal to the net proceeds from the sale by Pubco of a number of shares of Pubco Shares equal to the number of Redeemed Units to be redeemed with such Cash Settlement or Class B Fixed Cash Settlement provided that USCo’s Capital Account shall be increased by an amount equal to any Discount relating to such sale of shares of Pubco Shares in accordance with Section 6.06, or (ii) a Class B Floating Cash Settlement, USCo shall only be obligated to contribute to the Company an amount in respect of such Class B Floating Cash Settlement equal to the net proceeds from the sale by Acreage of a number of Acreage Shares equal to the number of Redeemed Units to be redeemed with such Class B Floating Cash Settlement provided that USCo’s Capital Account shall be increased by an amount equal to any Discount relating to such sale of shares of Acreage Shares in accordance with Section 6.06. The timely revocation of a Redemption as provided in Section 11.01(c) shall terminate all of the Company’s and USCo’s rights and obligations under this Section 11.02 arising from the Redemption Notice.