Common use of New PubCo Issuances Clause in Contracts

New PubCo Issuances. (i) Subject to Section 8.04 and Section 7.01(g)(ii), if, at any time after the Effective Date, Pubco issues shares of its Class A Common Stock or any other Equity Security of Pubco (other than shares of Class V Common Stock), (x) upon the contribution set forth in clause (y), the Company shall concurrently issue to Pubco an equal number of Class A Units (if Pubco issues shares of Class A Common Stock), or an equal number of such other Equity Security of the Company corresponding to the Equity Securities issued by Pubco (if Pubco issued Equity Securities other than Class A Common Stock), and, in each case, with the same rights to dividends and distributions (including distributions upon liquidation) and other economic rights as those of such Equity Securities so issued and (y) Pubco shall concurrently contribute to the Company all of the net proceeds or other property received by Pubco, if any, for such share of Class A Common Stock or other Equity Security (provided, that, the Company shall not be required to reimburse hereunder any costs or expenses which were netted off the gross proceeds received).

Appears in 2 contracts

Samples: Limited Liability Company Agreement (Alight Group, Inc.), Limited Liability Company Agreement (Blackstone Holdings III L.P.)

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New PubCo Issuances. (i) Subject to Section 8.04 4.6 and Section 7.01(g)(ii4.1(e)(ii), if, at any time after the LLCA Effective DateTime, Pubco PubCo issues shares of its Class A Common Stock, Class B Common Stock or any other Equity Security of Pubco PubCo (other than shares of Class V Common Stock), (x) upon the contribution set forth in clause (y), the Company shall concurrently issue to Pubco PubCo an equal number of Class A Common Units (if Pubco PubCo issues shares of Class A Common Stock or Class B Common Stock), or an equal number of such other Equity Security of the Company corresponding to the Equity Securities issued by Pubco PubCo (if Pubco issued PubCo issues Equity Securities other than Class A Common Stock or Class B Common Stock), and, in each case, and with the same rights to dividends and distributions (including distributions upon liquidation) and other economic rights as those of such Equity Securities of PubCo so issued and (y) Pubco PubCo shall concurrently contribute to the Company all of the net proceeds or other property received by PubcoPubCo, if any, for such share shares of Class A Common Stock, Class B Common Stock or other Equity Security (provided, that, the Company shall not be required to reimburse hereunder any costs or expenses which were netted off the gross proceeds received)Securities.

Appears in 2 contracts

Samples: Limited Liability Company Agreement (Inspirato Inc), Limited Liability Company Agreement (Inspirato Inc)

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New PubCo Issuances. (i) Subject to Section 8.04 Article XII and Section 7.01(g)(ii3.2(a)(ii), if, at any time after the Effective DateTime, Pubco PubCo issues shares of its Class A Common Stock Stock, shares of Class C Common Stock, or any other Equity Security of Pubco PubCo (other than shares of Class V B Common Stock), (x) upon the contribution set forth in clause (y), the Company shall concurrently issue to Pubco PubCo an equal number of Class A Common Units (if Pubco PubCo issues shares of Class A Common Stock or Class C Common Stock), or an equal number of such other Equity Security of the Company corresponding to the Equity Securities issued by Pubco PubCo (if Pubco issued PubCo issues Equity Securities other than Class A Common Stock or Class C Common Stock), and, in each case, and with the same rights to dividends and distributions (including distributions upon liquidation) and other economic rights as those of such Equity Securities of PubCo so issued and (y) Pubco PubCo shall concurrently contribute to the Company all of the net proceeds or other property received by PubcoPubCo, if any, for such share of Class A Common Stock Stock, Class C Common Stock, or other Equity Security (provided, that, the Company shall not be required to reimburse hereunder any costs or expenses which were netted off the gross proceeds received)Security.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Rani Therapeutics Holdings, Inc.)

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