Common use of Parity of IBG Holdings Shares and Shares of Common Stock Clause in Contracts

Parity of IBG Holdings Shares and Shares of Common Stock. It is the intention of each of IBGI, IBG Holdings and IBG LLC that, unless otherwise determined by the IBGI Board, the number of IBG LLC Shares outstanding shall at all times equal the number of outstanding shares of Common Stock plus the number of IBG Holdings Shares outstanding (such that the number of IBG LLC Shares and IBG Holdings Shares would be proportionately adjusted as necessary in the event of any issuance or repurchase by IBGI of shares of Common Stock), and each of IBGI, IBG Holdings and IBG LLC agrees to cooperate to effect the intent of this sentence. In the event that IBGI shall: (i) subdivide the outstanding shares of Common Stock into a greater number of shares; (ii) combine the outstanding shares of Common Stock into a smaller number of shares; (iii) pay a dividend or make a distribution on shares of Common Stock in the form of shares of Common Stock; (iv) make a distribution on shares of Common Stock in shares of its share capital other than Common Stock; or (v) issue by reclassification of the outstanding shares of Common Stock any shares of its share capital, then the number of IBG LLC Shares and IBG Holdings Shares would be proportionately adjusted to the extent necessary to preserve the economic rights of IBGI and IBG Holdings in IBG LLC, with such adjustment to be determined in good faith by the IBGI Board in consultation with IBG Holdings.

Appears in 6 contracts

Samples: Exchange Agreement (Interactive Brokers Group, Inc.), Exchange Agreement (Interactive Brokers Group, Inc.), Exchange Agreement (Interactive Brokers Group, Inc.)

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