Common use of Restructuring Transactions Clause in Contracts

Restructuring Transactions. Subject to and in accordance with the respective terms and conditions of this Agreement, effective as of the Initial Delivery Date (as defined in the Underwriting Agreement): (a) WH Merger Sub shall merge with and into ▇▇ ▇▇, with ▇▇ ▇▇ surviving such merger as the surviving entity (the “WH Merger”), and each holder of membership interests in ▇▇ ▇▇ immediately prior to the WH Merger shall receive equivalent membership interests in WH Investment such that, following the WH Merger, ▇▇ ▇▇ is a wholly owned subsidiary of WH Investment and each holder of membership interests in ▇▇ ▇▇ immediately prior to the WH Merger is a holder of an equivalent membership interest in WH Investment; (b) Simultaneously with the WH Merger, EQ Merger Sub shall merge with and into EQ II, with EQ II surviving such merger as the surviving entity (the “EQ Merger” and together with the WH Merger, the “Mergers”), and each holder of membership interests in EQ II immediately prior to the EQ Merger shall receive equivalent membership interests in EQ Investment such that, following the EQ Merger, EQ II is a wholly owned subsidiary of EQ Investment and each holder of membership interests in EQ II immediately prior to the EQ Merger is a holder of an equivalent membership interest in EQ Investment; (c) Immediately following the WH Merger, WH Investment shall contribute, assign, transfer and deliver to WH Holdings 100% of the issued and outstanding membership interests in ▇▇ ▇▇ (the “WH Holdings Contribution”) such that, following the WH Holdings Contribution, ▇▇ ▇▇ is a wholly owned subsidiary of WH Holdings; (d) Immediately following the EQ Merger, EQ Investment shall contribute, assign, transfer and deliver to EQ Holdings 100% of the issued and outstanding membership interests in EQ II (the “EQ Holdings Contribution”) such that, following the EQ Holdings Contribution, EQ II is a wholly owned subsidiary of EQ Holdings; (e) Simultaneously with the EQ Holdings Contribution, NGP XI shall contribute, assign, transfer and deliver to AcqCo. Holdings 100% of the issued and outstanding membership interests in AcqCo. (the “AcqCo. Holdings Contribution”) such that, following the AcqCo. Holdings Contribution, AcqCo. is a wholly owned subsidiary of AcqCo. Holdings; (f) Immediately following the WH Holdings Contribution, WH Holdings shall contribute, assign, transfer and deliver to the Company 100% of the issued and outstanding membership interests in ▇▇ ▇▇ and the Company shall issue to WH Holdings 21,200,084 shares of Common Stock in the Company (the “WH Company Contribution”); (g) Immediately following the EQ Holdings Contribution, EQ Holdings shall contribute, assign, transfer and deliver to the Company 100% of the issued and outstanding membership interests in EQ II and the Company shall issue to EQ Holdings 38,755,330 shares of Common Stock in the Company (the “EQ Company Contribution”); and (h) Immediately following the AcqCo. Holdings Contribution, AcqCo. Holdings shall contribute, assign, transfer and deliver to the Company 100% of the issued and outstanding membership interests in AcqCo. and the Company shall issue to AcqCo. Holdings 2,563,266 shares of Common Stock in the Company (the “AcqCo. Company Contribution”);

Restructuring Transactions. Subject to and in accordance with the respective terms and conditions of this Agreement, effective as of the Initial Delivery Date (as defined in the Underwriting Agreement): (a) WH Merger Sub shall merge with and into ▇▇ ▇▇, with ▇▇ ▇▇ surviving such merger as the surviving entity (the “WH Merger”), and each holder all of the membership interests in ▇▇ ▇▇ outstanding immediately prior to the WH Merger shall receive be converted into equivalent membership interests in WH Investment and all of the membership interests in WH Merger Sub outstanding immediately prior to the WH Merger shall be converted into membership interests in ▇▇ ▇▇ such that, following the WH Merger, ▇▇ ▇▇ is shall be a wholly owned subsidiary of WH Investment and each holder of membership interests in ▇▇ ▇▇ immediately prior to the WH Merger is shall be a holder of an equivalent membership interest in WH Investment; (b) Simultaneously with the WH Merger, EQ Merger Sub shall merge with and into EQ II, with EQ II surviving such merger as the surviving entity (the “EQ Merger” and together with the WH Merger, the “Mergers”), and each holder all of the membership interests in EQ II outstanding immediately prior to the EQ Merger shall receive be converted into equivalent membership interests in EQ Investment and all of the membership interests in EQ Merger Sub outstanding immediately prior to the EQ Merger shall be converted into membership interests in EQ II such that, following the EQ Merger, EQ II is shall be a wholly owned subsidiary of EQ Investment and each holder of membership interests in EQ II immediately prior to the EQ Merger is shall be a holder of an equivalent membership interest in EQ Investment; (c) Immediately following the WH Merger, WH Investment shall contribute, assign, transfer and deliver to WH Holdings 100% of the issued and outstanding membership interests in ▇▇ ▇▇ (the “WH Holdings Contribution”) such that, following the WH Holdings Contribution, ▇▇ ▇▇ is a wholly owned subsidiary of WH Holdings; (d) Immediately following the EQ Merger, EQ Investment shall contribute, assign, transfer and deliver to EQ Holdings 100% of the issued and outstanding membership interests in EQ II (the “EQ Holdings Contribution”) such that, following the EQ Holdings Contribution, EQ II is a wholly owned subsidiary of EQ Holdings; (e) Simultaneously with the EQ Holdings Contribution, NGP XI shall contribute, assign, transfer and deliver to AcqCo. Holdings 100% of the issued and outstanding membership interests in AcqCo. (the “AcqCo. Holdings Contribution”) such that, following the AcqCo. Holdings Contribution, AcqCo. is a wholly owned subsidiary of AcqCo. Holdings; (f) Immediately following the WH Holdings Contribution, WH Holdings shall contribute, assign, transfer and deliver to the Company 100% of the issued and outstanding membership interests in ▇▇ ▇▇ and the Company shall issue to WH Holdings 21,200,084 shares of Common Stock in the Company (the “WH Company Contribution”); (g) Immediately following the WH Company Contribution, all shares of the Company held by ▇▇ ▇▇ shall be redeemed and cancelled by the Company in exchange for WH II’s forgiveness of the ▇▇ ▇▇ Commitment; (h) Immediately following the EQ Holdings Contribution, EQ Holdings shall contribute, assign, transfer and deliver to the Company 100% of the issued and outstanding membership interests in EQ II and the Company shall issue to EQ Holdings 38,755,330 shares of Common Stock in the Company (the “EQ Company Contribution”); and (hi) Immediately following the AcqCo. Holdings Contribution, AcqCo. Holdings shall contribute, assign, transfer and deliver to the Company 100% of the issued and outstanding membership interests in AcqCo. and the Company shall issue to AcqCo. Holdings 2,563,266 shares of Common Stock in the Company (the “AcqCo. Company Contribution”);.

Restructuring Transactions. Subject to and in accordance with the respective terms and conditions of this Agreement, effective as of the Initial Delivery Date (as defined in the Underwriting Agreement): (a) WH Merger Sub shall merge with and into ▇▇ ▇▇, with ▇▇ ▇▇ surviving such merger as the surviving entity (the “WH Merger”), and each holder of membership interests in ▇▇ ▇▇ immediately prior to the WH Merger shall receive equivalent membership interests in WH Investment such that, following the WH Merger, ▇▇ ▇▇ is a wholly owned subsidiary of WH Investment and each holder of membership interests in ▇▇ ▇▇ immediately prior to the WH Merger is a holder of an equivalent membership interest in WH Investment; (b) Simultaneously with the WH Merger, EQ Merger Sub shall merge with and into EQ II, with EQ II surviving such merger as the surviving entity (the “EQ Merger” and together with the WH Merger, the “Mergers”), and each holder of membership interests in EQ II immediately prior to the EQ Merger shall receive equivalent membership interests in EQ Investment such that, following the EQ Merger, EQ II is a wholly owned subsidiary of EQ Investment and each holder of membership interests in EQ II immediately prior to the EQ Merger is a holder of an equivalent membership interest in EQ Investment; (c) Immediately following the WH Merger, WH Investment shall contribute, assign, transfer and deliver to WH Holdings 100% of the issued and outstanding membership interests in ▇▇ ▇▇ (the “WH Holdings Contribution”) such that, following the WH Holdings Contribution, ▇▇ ▇▇ is a wholly owned subsidiary of WH Holdings; (d) Immediately following the EQ Merger, EQ Investment shall contribute, assign, transfer and deliver to EQ Holdings 100% of the issued and outstanding membership interests in EQ II (the “EQ Holdings Contribution”) such that, following the EQ Holdings Contribution, EQ II is a wholly owned subsidiary of EQ Holdings; (e) Simultaneously with the EQ Holdings Contribution, NGP XI shall contribute, assign, transfer and deliver to AcqCo. Holdings 100% of the issued and outstanding membership interests in AcqCo. (the “AcqCo. Holdings Contribution”) such that, following the AcqCo. Holdings Contribution, AcqCo. is a wholly owned subsidiary of AcqCo. Holdings; (f) Immediately following the WH Holdings Contribution, WH Holdings shall contribute, assign, transfer and deliver to the Company 100% of the issued and outstanding membership interests in ▇▇ ▇▇ and the Company shall issue to WH Holdings 21,200,084 [____] shares of Common Stock in the Company (the “WH Company Contribution”); (g) Immediately following the EQ Holdings Contribution, EQ Holdings shall contribute, assign, transfer and deliver to the Company 100% of the issued and outstanding membership interests in EQ II and the Company shall issue to EQ Holdings 38,755,330 [ ] shares of Common Stock in the Company (the “EQ Company Contribution”); and (h) Immediately following the AcqCo. Holdings Contribution, AcqCo. Holdings shall contribute, assign, transfer and deliver to the Company 100% of the issued and outstanding membership interests in AcqCo. and the Company shall issue to AcqCo. Holdings 2,563,266 [ ] shares of Common Stock in the Company (the “AcqCo. Company Contribution”);

Restructuring Transactions. Subject to and in accordance with the respective terms and conditions of this Agreement, effective as of the Initial Delivery Date (as defined in the Underwriting Agreement): (a) WH Merger Sub shall merge with and into ▇▇ ▇▇, with ▇▇ ▇▇ surviving such merger as the surviving entity (the “WH Merger”), and each holder of membership interests in ▇▇ ▇▇ immediately prior to the WH Merger shall receive equivalent membership interests in WH Investment such that, following the WH Merger, ▇▇ ▇▇ is a wholly owned subsidiary of WH Investment and each holder of membership interests in ▇▇ ▇▇ immediately prior to the WH Merger is a holder of an equivalent membership interest in WH Investment; (b) Simultaneously with the WH Merger, EQ Merger Sub shall merge with and into EQ II, with EQ II surviving such merger as the surviving entity (the “EQ Merger” and together with the WH Merger, the “Mergers”), and each holder of membership interests in EQ II immediately prior to the EQ Merger shall receive equivalent membership interests in EQ Investment such that, following the EQ Merger, EQ II is a wholly owned subsidiary of EQ Investment and each holder of membership interests in EQ II immediately prior to the EQ Merger is a holder of an equivalent membership interest in EQ Investment; (c) Immediately following the WH Merger, WH Investment shall contribute, assign, transfer and deliver to WH Holdings 100% of the issued and outstanding membership interests in ▇▇ ▇▇ (the “WH Holdings Contribution”) such that, following the WH Holdings Contribution, ▇▇ ▇▇ is a wholly owned subsidiary of WH Holdings; (d) Immediately following the EQ Merger, EQ Investment shall contribute, assign, transfer and deliver to EQ Holdings 100% of the issued and outstanding membership interests in EQ II (the “EQ Holdings Contribution”) such that, following the EQ Holdings Contribution, EQ II is a wholly owned subsidiary of EQ Holdings; (e) Simultaneously with the EQ Holdings Contribution, NGP XI shall contribute, assign, transfer and deliver to AcqCo. Holdings 100% of the issued and outstanding membership interests in AcqCo. (the “AcqCo. Holdings Contribution”) such that, following the AcqCo. Holdings Contribution, AcqCo. is a wholly owned subsidiary of AcqCo. Holdings; (f) Immediately following the WH Holdings Contribution, WH Holdings shall contribute, assign, transfer and deliver to the Company 100% of the issued and outstanding membership interests in ▇▇ ▇▇ and the Company shall issue to WH Holdings 21,200,084 shares of Common Stock in the Company (the “WH Company Contribution”); (g) Immediately following the EQ Holdings Contribution, EQ Holdings shall contribute, assign, transfer and deliver to the Company 100% of the issued and outstanding membership interests in EQ II and the Company shall issue to EQ Holdings 38,755,330 shares of Common Stock in the Company (the “EQ Company Contribution”); and (h) Immediately following the AcqCo. Holdings Contribution, AcqCo. Holdings shall contribute, assign, transfer and deliver to the Company 100% of the issued and outstanding membership interests in AcqCo. and the Company shall issue to AcqCo. Holdings 2,563,266 shares of Common Stock in the Company (the “AcqCo. Company Contribution”);

Restructuring Transactions. Subject to and in accordance with Upon the respective terms and subject to the conditions of this AgreementAgreement (other than those conditions that can only be satisfied on the Closing Date), effective as of on or prior to the Initial Delivery Closing Date (as defined but in any event prior to the Closing), the following actions shall be taken in the Underwriting Agreement):order set forth below: (a) WH Merger Sub VGAC LLC shall merge with and into ▇▇ ▇▇, with ▇▇ ▇▇ surviving such merger as the surviving entity (the “WH Merger”), and each holder transfer certain shares of membership interests Company Common Stock to VHI in ▇▇ ▇▇ immediately prior repayment of certain outstanding indebtedness owed by VGAC LLC to the WH Merger shall receive equivalent membership interests in WH Investment such that, following the WH Merger, ▇▇ ▇▇ is a wholly owned subsidiary of WH Investment and each holder of membership interests in ▇▇ ▇▇ immediately prior to the WH Merger is a holder of an equivalent membership interest in WH InvestmentVHI; (b) Simultaneously with the WH Merger, EQ Merger Sub VGAC LLC shall merge with and into EQ II, with EQ II surviving such merger as the surviving entity transfer certain shares of Company Common Stock (the “EQ Merger” and together with the WH Merger, the “MergersCHL Shares”), and each holder ) to CHL in repayment of membership interests in EQ II immediately prior certain outstanding indebtedness owed by VGAC LLC to the EQ Merger shall receive equivalent membership interests in EQ Investment such that, following the EQ Merger, EQ II is a wholly owned subsidiary of EQ Investment and each holder of membership interests in EQ II immediately prior to the EQ Merger is a holder of an equivalent membership interest in EQ InvestmentCHL; (c) Immediately following CHL shall distribute the WH MergerCHL Shares to VHI; (d) VGAC Co. shall be merged with and into VHI; (e) VGAC LLC shall be merged with and into VHI, WH Investment as a result of which, together with the actions set forth in clauses (a) and (c), VHI shall contribute, assign, transfer and deliver become the direct owner of 683,643,890 shares of Company Common Stock; (f) VHI shall distribute 254,967,419 shares of Company Common Stock to WH Holdings 100% the Seller; (g) the Seller shall contribute all of the issued and outstanding membership interests capital stock of VHI to New VH in ▇▇ ▇▇ exchange for 999 shares of common stock of New VH; (h) VHI shall be converted, pursuant to a statutory conversion as permitted under the Delaware General Corporation Law (the “WH Holdings ContributionDGCL”) such that), following the WH Holdings Contribution, ▇▇ ▇▇ is into a wholly owned subsidiary of WH Holdingslimited liability company; (di) Immediately following New VH shall redeem 500 shares of common stock of New VH from the EQ Merger, EQ Investment Seller in exchange for a note issued by New VH to the Seller (the “New VH Note”); (j) New VH shall contribute, assign, assume from VHI LLC certain indebtedness owed by VHI to the Seller (the “VHI Debt”) in exchange for the transfer and deliver from VHI to EQ Holdings 100% New VH of (i) all of the issued and outstanding membership interests in EQ II capital stock of UMG and (the “EQ Holdings Contribution”ii) such that, following the EQ Holdings Contribution, EQ II is a wholly owned subsidiary 428,676,471 shares of EQ HoldingsCompany Common Stock; (ek) Simultaneously with the EQ Holdings Contribution, NGP XI New VH shall contribute, assign, transfer and deliver to AcqCo. Holdings 100% contribute all of the issued and outstanding membership limited liability company interests in AcqCo. (the “AcqCo. Holdings Contribution”) such that, following the AcqCo. Holdings Contribution, AcqCo. is a wholly owned subsidiary of AcqCo. Holdings;VHI to UMG; and (fl) Immediately following the WH Holdings Contribution, WH Holdings New VH shall contribute, assign, transfer and deliver to the Company 100% of all the issued and outstanding membership interests capital stock of UMG to the Seller in ▇▇ ▇▇ repayment of the New VH Note and the Company shall issue to WH Holdings 21,200,084 shares of Common Stock in the Company (the “WH Company Contribution”); (g) Immediately following the EQ Holdings Contribution, EQ Holdings shall contribute, assign, transfer and deliver VHI Debt owed by New VH to the Company 100% of the issued and outstanding membership interests in EQ II and the Company shall issue to EQ Holdings 38,755,330 shares of Common Stock in the Company (the “EQ Company Contribution”); and (h) Immediately following the AcqCo. Holdings Contribution, AcqCo. Holdings shall contribute, assign, transfer and deliver to the Company 100% of the issued and outstanding membership interests in AcqCo. and the Company shall issue to AcqCo. Holdings 2,563,266 shares of Common Stock in the Company (the “AcqCo. Company Contribution”);Seller.