Exchange of Units. (a) (i) Subject to adjustment as provided in Section 3.7(d) and subject to SEI’s rights described in Section 3.7(g), each of the Members other than SEI shall be entitled to exchange with the Company, at any time and from time to time, any or all of such Member’s Units (together with the same number of shares of Class B Stock) for an equivalent number of shares of Class A Stock (an “Exchange”) or, at the Company’s election made in accordance with Section 3.7(a)(ii), cash equal to the Cash Election Amount calculated with respect to such Exchange. Each Exchange shall be treated for federal income tax purposes as a sale of the Exchanging Member’s Units (together with the same number of shares of Class B Stock) to SEI in exchange for shares of Class A Stock or cash, as applicable.
Exchange of Units. (a) Subject to adjustment as provided in this Section 7.08, each holder of a Unit (other than the Ultimate Parent and its subsidiaries) shall be entitled to exchange, at any time and from time to time, any or all of such holder’s Units, (i) in the case of Common Units, on a one-for-one basis, for the same number of shares of Class A Common Stock (the number of shares of Class A Common Stock for which a Common Unit is entitled to be exchanged is referred to herein as the “Common Unit Exchange Rate”), or (ii) in the case of Units other than Common Units and Series A Preferred Units issued pursuant to Section 7.03 or Section 7.06(b), on a one-for-one basis, into the same number of Securities with designations, preferences and other rights, terms and provisions that are substantially the same as the designations, preferences and other rights, terms and provisions of Securities that originally triggered the issuance of such Units to such holder pursuant to Section 7.03 or Section 7.06(b) (the number of Securities for which a Unit is entitled to be exchanged pursuant to this clause (ii), the “Unit Exchange Rate” and, together with the Common Unit Exchange Rate, the “Exchange Rate”). Any exchange right pursuant to this Section 7.08(a) shall be exercised by a written notice to the Ultimate Parent from the holder of such Units stating that such holder desires to exchange a stated number of Units pursuant to this Section 7.08(a), accompanied by instruments of transfer to the Ultimate Parent, in form satisfactory to the Ultimate Parent and to the Ultimate Parent’s transfer agent (the “Transfer Agent”), duly executed by such holder or such holder’s duly authorized attorney, and transfer tax stamps or funds therefor, if required pursuant to Section 7.08(e), in respect of the Units to be exchanged, in each case delivered during normal business hours at the principal executive offices of the Ultimate Parent or at the office of the Transfer Agent. Notwithstanding the foregoing, no holder of a Unit shall be entitled to exchange such Unit if such exchange would be prohibited under applicable federal or state securities laws or regulations.
Exchange of Units. On the Exchange Date, the Company (or, if applicable, Silver OP) shall deliver to each Exchanging Member the Per Unit Consideration Election for each Common Unit being Exchanged by such Exchanging Member as provided herein and each Exchanging Member shall deliver to Silver OP (or its designee) all of its Common Units being Exchanged, free and clear of all liens.
Exchange of Units. (a) Subject to adjustment as provided in Section 3.7(d) and subject to the Managing Member’s rights described in Section 3.7(g), each of the H&F Continuing Members, the Management Members and the eRx Members shall be entitled to exchange with the Company, at any time and from time to time, any or all of such Member’s Units (other than any Unvested Units held by the Management Members), as follows:
Exchange of Units. (a) Subject to adjustment as provided in this Section 7.9, and on or after the date that is 91 days after the Adjustment Date in the case of all holders of Class B Common Units (the “Lock-up Period”), each holder of a Unit (other than the Company and its Subsidiaries) will be entitled to exchange, from time to time, any or all of the holder’s Units, as follows:
Exchange of Units. (a) Subject to adjustment as provided in Section 3.6(g), each Member shall be entitled to exchange with the Company, at any time and from time to time, any or all of such Member’s Units. Each such Unit, together with one share of Class B Stock, will be exchangeable for one share of Class A Stock. Each such exchange of Units and Class B Stock for Class A Stock shall be treated for U.S. federal income tax purposes as a taxable exchange of the Member’s Units for Class A Stock and corresponding payments under the Tax Receivable Agreement.
Exchange of Units. (a) Prior to the Effective Time, Parent shall enter into a customary exchange agreement with a nationally recognized bank or trust company designated by Parent and reasonably acceptable to the Company (the “Exchange Agent”). Prior to the Effective Time, Parent shall deliver an irrevocable direction to Parent’s transfer agent to issue and deposit to the Exchange Agent at the Effective Time, in trust for the benefit of the holders of Class A Units as of immediately prior to the Effective Time (other than Restricted Units, the treatment of which shall be governed by Section 2.09 and shall not be subject to this Section 2.06), and for the benefit of the holders of SellerCo Units as of immediately prior to the Subsequent Effective Time, for exchange in accordance with this Article 2, through the Exchange Agent, a number of Parent Class A Shares issuable (whether represented in certificated or non-certificated direct registration form) pursuant to Section 2.02(a)(ii) in exchange for Class A Units outstanding at the Effective Time and pursuant to Section 2.02(b)(ii) in exchange for SellerCo Units outstanding at the Subsequent Effective Time. Prior to the Effective Time, Parent shall deposit or shall cause to be deposited with the Exchange Agent, in trust for the benefit of the holders of Class A Units as of immediately prior to the Effective Time and the holders of SellerCo Units as of immediately prior to the Subsequent Effective Time, an amount of cash equal to the amount required to pay the aggregate Cash Consideration and cash in lieu of fractional shares in accordance with Section 2.04 (such Parent Class A Shares and cash provided to the Exchange Agent under this Section 2.06(a), the “Exchange Fund”). The Exchange Agent shall deliver the Merger Consideration to be issued pursuant to Sections 2.02(a)(ii) and 2.02(b)(ii) and any cash in lieu of fractional shares as provided in Section 2.04 out of the Exchange Fund. Except as provided in Section 2.06(g), the Exchange Fund shall not be used for any other purpose.
Exchange of Units. To the extent that different unit classes are offered, and subject to the provisions indi- cated in the trust agreement and in Annex A "The UCITS at a glance", investors may switch from one unit class to another at any time. If an exchange of units is not possible for a given asset class, this will be mentioned in Annex A "The UCITS at a glance" for the given unit class. There is no exchange fee for switching from one unit class to another unit class. The number of units into which the investor wishes to exchange his holdings shall be calculated according to the following equation: A = Number of units of the target unit class B = Number of units of the source unit class C = Net asset value or repurchase price of the units submitted for exchange D = Currency exchange rate between the respective unit classes. If both unit clas- ses are valued with the same accounting currency, this coefficient is 1 E = Net asset value per unit of the target unit class plus taxes, fees, and other charges From case to case, unit class swaps may in some countries be subject to charges, taxation and stamp duties. The management company may reject an exchange request for a unit class at any time if this appears to be necessary and in the interest of the UCITS, the management company, or the investors, particularly when:
Exchange of Units. Subject to the terms and conditions of this Agreement and the Exchange Agreement, Vine Investment and its successors and assigns shall be entitled to exchange with the Company, at any time and from time to time, any or all of Vine Investment’s or its successors’ and assigns’ Class B Units (together with the same number of shares of Class B Stock) for an equivalent number of shares of Class A Stock or, at VRI’s option subject and pursuant to the terms and conditions of the Exchange Agreement, cash as set forth in the Exchange Agreement. Such exchange shall be treated for federal income tax purposes as a sale of Vine Investment’s or its successors’ and assigns’ Class B Units (together with the same number of shares of Class B Stock) to VRI in exchange for shares of Class A Stock or cash, as applicable.
Exchange of Units. (a) Each Member other than PubCo and any Subsidiary of PubCo shall be entitled to cause the Company to redeem all or a portion of such Member’s vested Common Units, together with an equal number of shares of Class B Common Stock, and vested Incentive Units, in each case, for shares of Class A Common Stock or, at the Company’s election under certain circumstances, cash in accordance with Section 3.6(d) (referred to herein as the “exchange right”), upon the terms and subject to the conditions set forth in this Section 3.6 and subject to PubCo’s Call Right as set forth in Section 3.7.
