Common use of Equity Transactions Clause in Contracts

Equity Transactions. Upon the terms and subject to the conditions of this Agreement, Seller agrees to cause the following transactions to occur: (a) Promptly following the date hereof and in any event prior to the Closing and in order to effectuate the closing transactions, Seller shall form (i) a new Delaware limited liability company (“New Parent”), which shall be a direct wholly owned domestic subsidiary of Seller, (ii) a second new Delaware limited liability company (“New Top Holding Company”), which shall be a direct wholly owned domestic subsidiary of New Parent, (iii) a third new Delaware limited liability company (“New Intermediate Holding Company”, and together with New Parent and New Top Holding Company, the “New Holding Companies”), which shall be a direct wholly owned domestic subsidiary of New Top Holding Company and (iv) a fourth new Delaware limited liability company (“New Operating Company”), which shall be a direct wholly owned domestic subsidiary of New Intermediate Holding Company. The New Holding Companies and the New Operating Company shall be single member limited liability companies treated as disregarded entities for U.S. federal Income Tax purposes. In addition, if Buyer reasonably determines after the date hereof that additional acquisition vehicles (“Additional Acquisition Entities”) would be necessary or desirable to effect the transactions contemplated by this Agreement, Seller shall work with Buyer in good faith to form additional entities as needed prior to the Closing, and any Additional Acquisition Entities would thereafter be deemed to be Purchased Companies for all purposes hereunder. All documents prepared in connection with such formations (collectively, the “Formations”) shall be in form and substance satisfactory to Buyer. (b) At the Closing and following the Formations, Seller will sell to Buyer, and Buyer agrees to purchase from Seller, all of the equity interests of New Parent held by Seller at the Closing, free and clear of all Liens other than restrictions on transfer imposed under applicable securities Laws (such transaction, the “Initial Equity Purchase”). (c) At the Closing and following the Initial Equity Purchase, Seller will cause the Equity Sellers to sell to the New Operating Company, and Buyer agrees to cause the New Operating Company to purchase from the applicable Equity Seller, all of the Shares held by each such Equity Seller at the Closing, free and clear of all Liens other than restrictions on transfer imposed under applicable securities Laws.

Equity Transactions. Upon the terms and subject to the conditions of this Agreement, Seller agrees to cause the following transactions to occur: (a) Promptly following the date hereof and in any event prior to the Closing and in order to effectuate the closing transactions, Seller shall form (i) Notwithstanding anything in this Agreement to the contrary, to the extent that any such distribution does not violate the Indenture or the Holdco Notes Indenture (determined after giving effect to any amendment or waiver of any provision thereof in connection with the transactions contemplated hereby) the Company may either (x) distribute to the Seller a new Delaware limited liability number of shares of North (“North Management Shares”) having a value, as reasonably determined by the Buyer, equal to the Management Equity Rollover Amount and, to the extent necessary to make such transaction a “Restricted Payment” for purposes of the Indenture, the Seller may redeem certain membership interests of the Company (whereupon such membership interests shall be canceled) and thereafter the Seller shall distribute such North Management Shares to certain of its unitholders that are members of Seller that are intending to acquire equity in the Buyer or its parent company (the “New ParentRollover Management Unitholders”)) in redemption of units of the Seller having a value, which as reasonably determined by the Seller, equal to the Management Equity Rollover Amount or (y) distribute to the Rollover Management Unitholders a number of North Shares having a value, as reasonably determined by the Buyer, equal to the Management Equity Rollover Amount in exchange for units of Seller having a value, as reasonably determined by the Seller, equal to the Management Equity Rollover Amount. Prior to making any such distribution, the Company shall (A) have received reasonable assurance that the Rollover Management Unitholders have entered into an agreement with Buyer agreeing that at the Closing, such Rollover Management Unitholders will contribute the North Management Shares to Buyer or Buyer’s ultimate parent company (the “Ultimate Parent Company”) in exchange for equity securities of the Ultimate Parent Company having a value equal to the Management Equity Rollover Amount in a transaction intended to qualify as an exchange under Section 351(a) or Section 721 of the Code, and otherwise containing customary representations, warranties and covenants from the Ultimate Parent Company and such Rollover Management Unitholder regarding such exchange and (B) have ensured that the Rollover Management Unitholders have agreed in writing for the benefit of the Seller and its unitholders that, from and after the Closing, he or she agrees that the aggregate amount of cash to be distributed by Seller in respect of its outstanding units to such Rollover Management Unitholder shall be a direct wholly owned domestic subsidiary reduced to reflect the redemption of Seller, (ii) a second new Delaware limited liability company (“New Top Holding Company”), which shall be a direct wholly owned domestic subsidiary of New Parent, (iii) a third new Delaware limited liability company (“New Intermediate Holding Company”, and together with New Parent and New Top Holding Company, units described in the “New Holding Companies”), which shall be a direct wholly owned domestic subsidiary of New Top Holding Company and (iv) a fourth new Delaware limited liability company (“New Operating Company”), which shall be a direct wholly owned domestic subsidiary of New Intermediate Holding Company. The New Holding Companies and the New Operating Company shall be single member limited liability companies treated as disregarded entities for U.S. federal Income Tax purposesimmediately preceding sentence. In addition, if Buyer reasonably determines after the date hereof event that additional acquisition vehicles (“Additional Acquisition Entities”) would be necessary or desirable to effect the transactions contemplated by this AgreementSection 3J(i) are completed, the parties agree that the Purchase Price paid to the Seller at Closing shall work be reduced by the Management Equity Rollover Amount. Each of the Company and the Buyer shall use reasonable best efforts to cause the management rollover described in this Section 3J(i) to occur. (ii) The Seller has advised Buyer that certain unitholders of the Seller are “blocker corporations”. Prior to Closing, the Seller may present Buyer with a structure that would provide for Buyer to purchase, directly or indirectly, the blocker corporations. At Seller’s request, the Seller and the Buyer shall, and shall cause their respective Affiliates to, use commercially reasonable efforts to negotiate in good faith to form additional entities as needed prior to the Closing, terms of an agreement for the purchase and any Additional Acquisition Entities would thereafter be deemed to be Purchased Companies for all purposes hereunder. All documents prepared sale of the blocker corporations in connection with such formations (collectivelyeither the sale of the Company pursuant to this Agreement or, pursuant to Section 3K below, the “Formations”sale of Seller, it being understood that Buyer shall not be required to acquire the blocker corporations in a structure that the Buyer reasonably believes would have adverse consequences (whether economic, tax or otherwise) shall be in form and substance satisfactory to Buyer. (biii) At the Closing and following the FormationsNo representation, Seller will sell to Buyer, and Buyer agrees to purchase from Seller, all warranty or covenant of the equity interests Seller or the Company made hereunder shall be deemed breached or untrue as a result of New Parent held the transactions contemplated by Section 3J(i); provided that nothing herein shall relieve the Seller at or the Closing, free and clear Company for breach of all Liens other than restrictions on transfer imposed under applicable securities Laws (such transaction, the “Initial Equity Purchase”covenants set forth in Section 3J(i). (c) At the Closing and following the Initial Equity Purchase, Seller will cause the Equity Sellers to sell to the New Operating Company, and Buyer agrees to cause the New Operating Company to purchase from the applicable Equity Seller, all of the Shares held by each such Equity Seller at the Closing, free and clear of all Liens other than restrictions on transfer imposed under applicable securities Laws.

Equity Transactions. Upon the terms and subject In connection with any Equity Transaction, to the conditions extent the aggregate Net Proceeds from all Equity Transactions consummated after the Amendment No. 7 Effective Date exceed $100 million, the Loans shall be prepaid as hereafter provided in an amount equal to the percentage shown below of this Agreement, Seller agrees Net Proceeds therefrom based on the Consolidated Total Leverage Ratio after giving effect to cause such Equity Transaction and the application of proceeds in connection therewith on a Pro Forma Basis: Consolidated Total Leverage Ratio Percentage of Net Proceeds to be applied as Prepayment £ 3.0:1.0 25% 2.14 The following transactions to occur: paragraph is hereby added at the end of Section 8.1 and shall read as follows: The Borrower and the Administrative Agent hereby acknowledge and agree that (a) Promptly following the date hereof and in any event prior Administrative Agent will make available to the Closing Lenders materials and/or information provided by or on behalf of the Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on Intralinks or another similar electronic system (the “Platform”) and in order (b) certain of the Lenders may be “public-side” Lenders (i.e., Lenders that do not wish to effectuate receive material non-public information with respect to the closing transactionsBorrower or its securities) (each, Seller shall form (i) a new Delaware limited liability company (“New ParentPublic Lender”), which shall be a direct wholly owned domestic subsidiary of Seller. The Borrower agrees that by marking any Borrower Materials “PUBLIC”, (iia) a second new Delaware limited liability company (“New Top Holding Company”), which the Borrower shall be a direct wholly owned domestic subsidiary of New Parent, (iii) a third new Delaware limited liability company (“New Intermediate Holding Company”, and together with New Parent and New Top Holding Company, the “New Holding Companies”), which shall be a direct wholly owned domestic subsidiary of New Top Holding Company and (iv) a fourth new Delaware limited liability company (“New Operating Company”), which shall be a direct wholly owned domestic subsidiary of New Intermediate Holding Company. The New Holding Companies and the New Operating Company shall be single member limited liability companies treated as disregarded entities for U.S. federal Income Tax purposes. In addition, if Buyer reasonably determines after the date hereof that additional acquisition vehicles (“Additional Acquisition Entities”) would be necessary or desirable to effect the transactions contemplated by this Agreement, Seller shall work with Buyer in good faith to form additional entities as needed prior to the Closing, and any Additional Acquisition Entities would thereafter be deemed to have authorized the Administrative Agent and the Lenders to treat such Borrower Materials as either publicly available information or not material information (although it may be Purchased Companies sensitive and proprietary) with respect to the Borrower or its securities for all purposes hereunder. All documents prepared in connection with such formations (collectively, the “Formations”) shall be in form of United States federal and substance satisfactory to Buyer. state securities laws and (b) At the Closing Administrative Agent shall be entitled to post such Borrower Materials on the portion of the Platform marked “PUBLIC”. Unless the Borrower and following the FormationsAdministrative Agent expressly agree otherwise, Seller will sell to Buyer, and Buyer the Administrative Agent agrees to purchase from Seller, all treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the equity interests Platform not marked as “PUBLIC” and not to post any Borrower Materials on the portion of New Parent held by Seller at the Closing, free Platform designated as “PUBLIC” which is not clearly and clear of all Liens other than restrictions on transfer imposed under applicable securities Laws (such transaction, the conspicuously marked “Initial Equity PurchasePUBLIC”). (c2.15 Section 8.11(f) At the Closing and following the Initial Equity Purchase, Seller will cause the Equity Sellers is hereby amended to sell to the New Operating Company, and Buyer agrees to cause the New Operating Company to purchase from the applicable Equity Seller, all of the Shares held by each such Equity Seller at the Closing, free and clear of all Liens other than restrictions on transfer imposed under applicable securities Laws.read as follows: