Common use of Exchange of Class B Units Clause in Contracts

Exchange of Class B Units. (a) Upon the terms and subject to the conditions of this Agreement, each Holdings Unitholder shall be entitled at any time and from time to time to effect an Exchange. In the event a Holdings Unitholder wishes to effect an Exchange, such Holdings Unitholder shall (i) deliver to Holdings and the Company an Exchange Notice and (ii) surrender or, in the absence of such surrender, be deemed to have surrendered, Class B Units to Holdings (and surrender for cancellation one or more stock certificates (if certificated) or instructions and stock powers (if uncertificated) to the Company representing a corresponding number of shares of Class B Common Stock) (in each case, free and clear of all Liens other than restrictions set forth in the LLC Agreement and as may arise under applicable securities laws), in each case, respectively, to Holdings’ and the Company’s addresses set forth in Section 3.6(b). In consideration for such surrender, the exchanging Holdings Unitholder shall be entitled to, at the option of the Company (acting by a majority of the disinterested members of the Board of Directors), either (A) a Cash Exchange Payment by Holdings in accordance with the instructions provided in the Exchange Notice, in which event such exchanged Class B Units and such shares of Class B Common Stock automatically shall be deemed cancelled concomitant with such payment, without any action on the part of any Person, including the Company or Holdings, or (B) the issuance by the Company to such Holdings Unitholder of a number of shares of Class A Common Stock equal to (I) the number of Class B Units exchanged multiplied by (II) the Exchange Rate, in which event such exchanged Class B Units held by the Company shall automatically be converted into a corresponding number of Class A Units (and the Class B Units so converted shall thereby cease to exist), and concomitantly with any such issuance, any exchanged Class B Common Stock automatically shall be deemed cancelled, without any action on the part of any Person, including the Company or Holdings. Each such Exchange shall, to the extent permitted by law, be treated for U.S. income tax reporting purposes as a taxable exchange of the Holdings Unitholder’s Class B Units for Class A Common Stock or a Cash Exchange Payment, as applicable, and corresponding payments under the Tax Receivable Agreement.

Appears in 2 contracts

Samples: Joinder Agreement (Roman DBDR Tech Acquisition Corp.), Exchange Agreement (CompoSecure, Inc.)

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Exchange of Class B Units. (a) Upon the terms and subject to the conditions of this Agreement, each Holdings Unitholder shall be entitled at any time and from time to time to effect an Exchange. In the event a Holdings Unitholder wishes to effect an Exchange, such Holdings Unitholder shall (i) deliver to Holdings and the Company an Exchange Notice and (ii) surrender or, in the absence of such surrender, be deemed to have surrendered, Class B Units to Holdings (and surrender for cancellation one or more stock certificates (if certificated) or instructions and stock powers (if uncertificated)) to the Company representing a corresponding number of shares of Class B Common Stock) (in each case, free and clear of all Liens other than restrictions set forth in the LLC Agreement and as may arise under applicable securities lawsLiens), in each case, respectively, to Holdings’ and the Company’s addresses set forth in Section 3.6(b3.5(b). In consideration for such surrender, the exchanging Holdings Unitholder shall be entitled to, at the option of the Company (acting by a majority of the disinterested members of the Board of Directors), either (A) a Cash Exchange Payment by Holdings in accordance with the instructions provided in the Exchange Notice, in which event such exchanged Class B Units and such shares of Class B Common Stock automatically shall be deemed cancelled concomitant with such payment, without any action on the part of any Person, including the Company or Holdings, or (B) the issuance by the Company to such Holdings Unitholder of a number of shares of Class A Common Stock equal to (I) the number of Class B Units exchanged multiplied by (II) the Exchange Rate, in which event such exchanged Class B Units held by the Company automatically shall automatically be converted into a corresponding number of Class A Units (and the Class B Units so converted shall thereby cease to exist), and concomitantly with any such issuance, any exchanged Class B Common Stock automatically shall be deemed cancelled, without any action on the part of any Person, including the Company or Holdings). Each such Exchange shall, shall to the extent permitted by law, law be treated for U.S. income tax reporting purposes as a taxable exchange of the Holdings Unitholder’s Class B Units for Class A Common Stock or a Cash Exchange Payment, as applicable, and corresponding payments under the Tax Receivable Agreement.

Appears in 1 contract

Samples: Exchange Agreement (Hostess Brands, Inc.)

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Exchange of Class B Units. (a) Upon the terms and subject to the conditions of this Agreement, each Holdings JH Capital Unitholder shall be entitled at any time and from time to time to effect an Exchange. In the event a Holdings JH Capital Unitholder wishes to effect an Exchange, such Holdings JH Capital Unitholder shall (i) deliver to Holdings and the Company JH Capital an Exchange Notice and (ii) surrender or, in the absence of such surrender, be deemed to have surrendered, Class B Units (free and clear of all Liens) to Holdings JH Capital (and surrender for cancellation one or more stock certificates (if certificated) or instructions and stock powers (if uncertificated) to the Company representing a corresponding number of shares of Class B Common Stock) Stock (in each case, free and clear of all Liens other than restrictions set forth in the LLC Agreement and as may arise under applicable securities lawsLiens)), in each case, respectively, to Holdings’ and the CompanyJH Capital’s addresses address set forth in Section 3.6(b)3.5. In consideration for such surrender, the exchanging Holdings JH Capital Unitholder shall be entitled to, at the option of the Company (acting by a majority of the disinterested members of the Board of Directors)JH Capital, either (A) a Cash Exchange Payment by Holdings JH Capital in accordance with the instructions provided in the Exchange Notice, in which event such exchanged Class B Units and such shares of Class B Common Stock automatically shall be deemed cancelled concomitant with such payment, without any action on the part of any Person, including the Company or HoldingsJH Capital, or (B) the transfer by JH Capital (or, at the option of the Company, the issuance by the Company Company) to such Holdings JH Capital Unitholder of a number of shares of Class A Common Stock equal to (I) the number of Class B Units so exchanged multiplied by (II) the Exchange RateRatio, in which event such exchanged Class B Units held by the Company automatically shall automatically be converted into a corresponding number of Class A Units, such new Class A Units (shall automatically be issued to the Company without any further action or consent of any Person and the Class B Units so converted shall thereby cease to exist), and concomitantly . Concomitantly with any such issuanceissuance shares of Class A Common Stock, any exchanged Class B Common Stock automatically shall be deemed cancelled, without any action on the part of any Person, including the Company or HoldingsJH Capital. Each such Exchange shall, to the extent permitted by lawLaw, be treated for U.S. income tax reporting purposes as a taxable exchange of the Holdings JH Capital Unitholder’s Class B Units for a Cash Exchange Payment or Class A Common Stock or a Cash Exchange PaymentStock, as applicable, and corresponding payments under the Tax Receivable Agreement.

Appears in 1 contract

Samples: Investment Agreement (Easterly Acquisition Corp.)

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