Exchange of Paired Interests for Class A Common Stock. From and after the Effective Date, but subject to any lock-up or any similar transfer restrictions applicable to shares of the Corporation that may be applicable to a Holder under the Corporation’s certificate of incorporation or bylaws or any agreement to which such Holder or such shares are bound, each Holder shall be entitled either (x) on any date and time designated by the Manager, in its sole discretion, with notice to the Members then holding Class B Common Units (such date and time, a “Designated Exchange Date”) or (y) on any other date and time upon the terms and subject to the conditions hereof, in each case, to surrender Paired Interests to the Corporation (subject to adjustment as provided in Section 11.03) in exchange (such exchange, an “Exchange”) for the delivery to such Holder, at the option of the board of directors of the Corporation (acting by a majority of the disinterested members of the board of directors of the Corporation or a committee of disinterested directors of the board of directors of the Corporation), of:
Exchange of Paired Interests for Class A Common Stock. (a) Upon the terms and subject to the conditions of this Agreement, after the date that is six (6) months after the date of this Agreement, each Unitholder (other than Bakkt Pubco) shall be entitled at any time, and from time to time, but no more than once per calendar month without the prior consent of Bakkt Pubco and the Company, to surrender Paired Interests (other than those that include unvested Common Units) to Bakkt Pubco in exchange for the delivery to the exchanging Unitholder of, in the sole and absolute discretion of Bakkt Pubco, either (i) a number of shares of Class A Common Stock that is equal to the product of the number of Paired Interests surrendered multiplied by the Exchange Rate or (ii) pursuant to Section 2.4, the Cash Amount (such exchange, an “Exchange”); provided, that any such Exchange is for a minimum of the lesser of (A) 25,000 Paired Interests (which minimum shall be equitably adjusted in accordance with any adjustments to the Exchange Rate) or (B) all of the Paired Interests (other than those that include unvested Common Units) held by such Unitholder.
Exchange of Paired Interests for Class A Common Stock. (a) From and after the execution and delivery of this Agreement, each Holder shall be entitled at any time and from time to time, upon the terms and subject to the conditions hereof, to surrender Paired Interests to the Corporation in exchange for the delivery to the Holder of a number of shares of Class A Common Stock that is equal to the product of the number of Paired Interests surrendered multiplied by the Exchange Rate (such exchange, an “Exchange”).
Exchange of Paired Interests for Class A Common Stock. Subject to Sections 2.02 and 2.03, and to the provisions of the Purchase Agreement, LLC Agreement, PubCo Charter and the Lockup Agreement (including any “Lock-up Period” or transfer restrictions set forth in any of them), each Holder shall be entitled, upon the terms and subject to the conditions hereof, to surrender Paired Interests to the Company, for the account of either the Company or PubCo, in exchange (such exchange, an “Exchange”) for the delivery by the Company to such Holder, at the option of the Board (acting by a majority of disinterested members of the Board or a committee of disinterested directors of the Board), of:
Exchange of Paired Interests for Class A Common Stock. From and after the execution and delivery of this Agreement, each Holder shall be entitled at any time and from time to time upon the terms and subject to the conditions hereof, to surrender Paired Interests to Pubco (subject to adjustment as provided in Section 2.03) in exchange (such exchange, an “Exchange”) for, at the option of Pubco (in its capacity as managing member of the Company) (i) the delivery to such Holder of a number of shares of Class A Common Stock that is equal to the product of the number of Paired Interests surrendered multiplied by the Exchange Rate in effect as of immediately prior to the close of business on the Exchange Date or (ii) cash in an amount equal to the Fair Market Value of the shares of Class A Common Stock such Holder would have otherwise received pursuant to clause (i).
Exchange of Paired Interests for Class A Common Stock. Subject to the following sentence and Section 2.02(g), each Holder shall be entitled at any time and from time to time upon the terms and subject to the conditions hereof, to surrender Paired Interests (excluding, for the avoidance of doubt, any Paired Interest that includes a Unit that is subject to vesting) to Pubco, or the Company on behalf of Pubco, if so desired by Pubco, in an amount that includes no fewer than the lesser of (a) when aggregated with all Units exchanged by such Holder and its Affiliates on the applicable Exchange Date, 1,000 Units (subject to adjustment as provided in Section 2.03) and (b) all of the vested Units held by such Holder in exchange (such exchange, an “Exchange”) for the delivery by Pubco, or the Company on behalf of Pubco, if so desired by Pubco, to such Holder of a number of shares of Class A Common Stock that is equal to the product of the number of Paired Interests surrendered multiplied by the Exchange Rate. Subject to Section 2.02(g), the right to effect an Exchange hereunder may be exercised by an Exchange Registration Holder from time to time from and after the first anniversary of the date of the closing of the initial public offering and sale of Class A Common Stock (as contemplated by Pubco’s Registration Statement on Form S-1 (File No. 333-196615)) (or, if earlier, at any time, as may be determined by Pubco, if Pubco determines, in its sole discretion, that there is an available exemption to the registration requirements of the Securities Act or other Applicable Law or a registration statement is then in effect with respect to an Exchange by such Exchange Registration Holder), and may be exercised by any other Holder at any time and from time to time from and after the date of this Agreement.
Exchange of Paired Interests for Class A Common Stock. (a) Subject to Section 2.1(i), from and after the First Exchange Time, each Holder shall be entitled at any time and from time to time, upon the terms and subject to the conditions hereof, to surrender Paired Interests (other than any Paired Interests consisting of unvested Holdings Units) free and clear of all liens, encumbrances, rights of first refusal, and the like, to the Corporation. Each such Paired Interest will be exchangeable for, at the option of the Corporation (acting by a majority of the disinterested members of its board of directors), (i) a Cash Exchange Payment calculated with respect to such surrendered Holdings Units, payable in accordance with the instructions provided in the Election of Exchange or (ii) a number of shares of Class A Common Stock that is equal to the product of the number of Paired Interests surrendered by such Holder’s multiplied by the Exchange Rate (such exchange, an “Exchange”). As any such existing owner exchanges its Holdings Units, the Corporation’s interest in Pla-Fit LLC will increase. Each such exchange of Paired Interests for Class A Common Stock shall to the extent permitted by law be treated for U.S. federal income tax reporting purposes as a taxable exchange of the Holder’s Holdings Units for Class A Common Stock and corresponding payments under the Tax Receivable Agreement. Notwithstanding anything to the contrary in this Section 2.1(a) or otherwise, in connection with any Exchange that occurs at any time the Corporation has an effective registration statement under the Securities Act available for the Exchange or resale of Class A Common Stock received upon Exchange, the Corporation shall not have the option to deliver a Cash Exchange Payment.
Exchange of Paired Interests for Class A Common Stock. From and after the Effective Date, but subject to any lock-up or any similar transfer restrictions applicable to shares of the Corporation that may be applicable to a Holder under the Corporation’s certificate of incorporation or bylaws or any agreement to which such Holder or such shares are bound, each Holder shall be entitled at any time and from time to time upon the terms and subject to the conditions hereof, to surrender Paired Interests to the Corporation (subject to adjustment as provided in Section 11.03) in exchange (such exchange, an “Exchange”) for the delivery to such Holder, at the option of the board of directors of the Corporation (acting by a majority of the disinterested members of the board of directors of the Corporation or a committee of disinterested directors of the board of directors of the Corporation), of:
Exchange of Paired Interests for Class A Common Stock. Subject to Sections 2.02 and 2.03, each Holder shall be entitled, upon the terms and subject to the conditions hereof, to surrender Paired Interests to the Company in exchange (such exchange, a “Redemption” and, together with a Direct Exchange (as defined below), an “Exchange”) for the delivery by the Company to such Holder, at the option of the Board (acting by a majority of disinterested members of the Board or a committee of disinterested directors of the Board), of:
Exchange of Paired Interests for Class A Common Stock. Subject to Sections 2.02 and 2.03, each Holder shall be entitled, upon the terms and subject to the conditions hereof, to surrender Paired Interests to PubCo in exchange (such exchange, an “Exchange”) for the delivery by PubCo to such Holder, at the option of the Board (acting by a majority of disinterested members of the Board or a committee of disinterested directors of the Board), of:
