Common use of Mandatory Exchange Clause in Contracts

Mandatory Exchange. Notwithstanding any other provision of this Agreement, upon the occurrence of any Change in Control, all Units not held by a member of the Habit Group and all shares of Class B Common Stock shall be automatically surrendered to the Company (or if Habit so elects, to Habit) (in each case, free and clear of all liens, encumbrances, rights of first refusal and the like), and in consideration for such surrender to be delivered on the consummation of such Change in Control (but, in the case of a Change in Control described in (i), (ii) or (iii) of the definition of Change in Control set forth in Section 1.1 of this Agreement, the surrender and delivery of consideration shall occur and be contingent upon the consummation of the transaction approved thereby), Habit shall provide to each such Member (or cause to be provided), at its option and upon the terms and subject to the conditions hereof, either: (x) a Cash Exchange Payment calculated with respect to such Units surrendered by such Member or (y) the issuance by Habit to such Member a number of shares of Class A Common Stock that is equal to the product of the number of Units surrendered by such Member and the Exchange Rate. For the avoidance of doubt, in connection with a transaction described in the preceding sentence, in no event shall the Members (other than the Managing Member and its Subsidiaries) be entitled to receive aggregate consideration for each Unit and corresponding share of Class B Stock that is greater than the consideration payable in respect of each share of Class A Stock in connection with the Change in Control (it being understood that, for this purpose, payments under or in respect of the Tax Receivable Agreement shall not be considered part of any such consideration). In addition, in the case of a holder of Units who is an employee of, or who provides services to or on behalf of, the Company or an Affiliate thereof, upon the termination of employment or the performance of services of such Member for any reason (a “Terminated Employee-Member”), upon notice from the Company, each vested Unit held by such Terminated Employee-Member at the time of termination shall be automatically surrendered to the Company (or if Habit so elects, to Habit) (in each case, free and clear of all liens, encumbrances, rights of first refusal and the like, with the shares of Class B Common Stock corresponding to such vested Units to be cancelled) in consideration for, which such consideration shall be delivered as promptly as practicable following such termination, at the option of Habit, either: (x) a Cash Exchange Payment calculated with respect to such surrendered Units by Habit or (y) the issuance by Habit and delivery (directly or indirectly) to such holder of Units a number of shares of Class A Common Stock that is equal to the product of the number of Units surrendered multiplied by the Exchange Rate. (Any exchange described in this Section 3.9(a)(ii), a “Mandatory Exchange” and, such a Mandatory Exchange or a Voluntary Exchange, an “Exchange”.) Each Unvested Common Unit and corresponding share of Class B Common Stock held by such Terminated Employee-Member shall be automatically cancelled.

Mandatory Exchange. Notwithstanding any other provision of this Agreement, upon the occurrence of any Change in Control, all LLC Units not held by a member of the Habit Group and all shares of Class B Common Stock shall be automatically surrendered to the Company (or if Habit so elects, to Habit) Corporation (in each case, free and clear of all liens, encumbrances, rights of first refusal and the like), and in consideration for such surrender to be delivered on the consummation of such Change in Control (butand, in the case of a Change in Control described in (i), (ii) or (iii) of the definition of Change in Control set forth in Section 1.1 of this Agreement, the surrender and delivery of consideration shall occur and be contingent upon the consummation of the transaction approved thereby), Habit the Corporation shall provide to each such Member (or cause to be provided)provide, at its option and upon the terms and subject to the conditions hereof, either: (x) a Cash Exchange Payment calculated with respect to such surrendered LLC Units surrendered by such Member the Corporation or (y) the issuance by Habit the Corporation to such Member LLC Unitholder a number of shares of Class A Common Stock that is equal to the product of the number of LLC Units surrendered multiplied by such Member and the Exchange Rate. For the avoidance of doubt, in connection with a transaction described in the preceding sentence, in no event shall the Members (other than the Managing Member and its Subsidiaries) be entitled to receive aggregate consideration for each Unit and corresponding share of Class B Stock that is greater than the consideration payable in respect of each share of Class A Stock in connection with the Change in Control (it being understood that, for this purpose, payments under or in respect of the Tax Receivable Agreement shall not be considered part of any such consideration). In addition, in the case of a holder of LLC Units who is an employee of, or who provides services to or on behalf of, the Company or an Affiliate thereof, upon the termination of employment or the performance of services of such Member LLC Unitholder for any reason (a “Terminated Employee-Member”), upon notice from the CompanyCorporation, delivered at the Corporation’s option, each vested LLC Unit held by such Terminated Employee-Member at the time of termination shall be automatically surrendered to the Company (or if Habit so elects, to Habit) Corporation (in each case, free and clear of all liens, encumbrances, rights of first refusal and the like, with the shares of Class B Common Stock corresponding to such vested Units to be cancelled) in consideration for, which for such consideration shall surrender to be delivered as promptly as practicable within three (3) business days following such termination, at the option of Habitthe Corporation, either: (x) a Cash Exchange Payment calculated with respect to such surrendered Common Units by Habit the Corporation or (y) the issuance by Habit and delivery (directly or indirectly) the Corporation to such holder of Common Units a number of shares of Class A Common Stock that is equal to the product of the number of Common Units surrendered multiplied by the Exchange Rate. (Any exchange described in this Section 3.9(a)(ii2.1(a)(ii), a “Mandatory Exchange” and, such a Mandatory Exchange or a Voluntary Exchange, an “Exchange”.) ). Each Unvested Common Unit and corresponding share of Class B Common Stock held by such Terminated Employee-Member shall be automatically cancelled.

Mandatory Exchange. Notwithstanding any other provision of this Agreement, upon the occurrence of any Change in Control, all Units not held by a member of the Habit Group and all shares of Class B Common Stock shall be automatically surrendered to the Company (or if Habit so elects, to Habit) (in each case, free and clear of all liens, encumbrances, rights of first refusal and the like), and in consideration for such surrender to be delivered on the consummation of such Change in Control (but, in the case of a Change in Control described in (i), (ii) or (iii) of the definition of Change in Control set forth in Section 1.1 of this Agreement, the surrender and delivery of consideration shall occur and be contingent upon the consummation of the transaction approved thereby), Habit shall provide to each such Member (or cause to be provided), at its option and upon the terms and subject to the conditions hereof, either: (x) a Cash Exchange Payment calculated with respect to such Units surrendered by such Member or (y) the issuance by Habit to such Member a number of shares of Class A Common Stock that is equal to the product of the number of Units surrendered by such Member and the Exchange Rate. For the avoidance of doubt, in connection with a transaction described in the preceding sentence, in no event shall the Members (other than the Managing Member and its Subsidiaries) be entitled to receive aggregate consideration for each Unit and corresponding share of Class B Stock that is greater than the consideration payable in respect of each share of Class A Stock in connection with the Change in Control (it being understood that, for this purpose, payments under or in respect of the Tax Receivable Agreement shall not be considered part of any such consideration). In addition, in the case of a holder of Units who is an employee of, or who provides services to or on behalf of, the Company or an Affiliate thereof, upon the termination of employment or the performance of services of such Member for any reason (a “Terminated Employee-Member”), upon notice from the Company, each vested Unit held by such Terminated Employee-Member at the time of termination shall be automatically surrendered to the Company (or if Habit so elects, to Habit) (in each case, free and clear of all liens, encumbrances, rights of first refusal and the like, with the shares of Class B Common Stock corresponding to such vested Units to be cancelled) in consideration for, which such consideration shall be delivered as promptly as practicable following such termination, at the option of Habit, either: (x) a Cash Exchange Payment calculated with respect to such surrendered Units by Habit or (y) the issuance by Habit and delivery (directly or indirectly) to such holder of Units a number of shares of Class A Common Stock that is equal to the product of the number of Units surrendered multiplied by the Exchange Rate. (Any exchange described in this Section 3.9(a)(ii), a “Mandatory Exchange” and, such a Mandatory Exchange or a Voluntary Exchange, an “Exchange”.) Each Unvested Common Unit and corresponding share of Class B Common Stock held by such Terminated Employee-Member shall be automatically cancelled.