Common use of Tender Offers and Other Events with Respect to Pubco Clause in Contracts

Tender Offers and Other Events with Respect to Pubco. (a) In the event that a tender offer, share exchange offer, issuer bid, take-over bid, recapitalization or similar transaction with respect to Class A Common Stock (a “Pubco Offer”) is proposed by Pubco or is proposed to Pubco or its stockholders and approved by the board of directors of Pubco or is otherwise effected or to be effected with the consent or approval of the board of directors of Pubco, the Holders of Paired Interests shall be permitted to participate in such Pubco Offer by delivery of a Notice of Exchange (which Notice of Exchange shall be effective immediately prior to the consummation of such Pubco Offer (and, for the avoidance of doubt, shall be contingent upon such Pubco Offer and not be effective if such Pubco Offer is not consummated)). In the case of a Pubco Offer proposed by Pubco, Pubco will use its reasonable best efforts expeditiously and in good faith to take all such actions and do all such things as are necessary or desirable to enable and permit the Holders of Paired Interests to participate in such Pubco Offer to the same extent or on an economically equivalent basis as the holders of shares of Class A Common Stock without discrimination; provided, that without limiting the generality of this sentence, Pubco will use its reasonable best efforts expeditiously and in good faith to ensure that such Holders may participate in each such Pubco Offer without being required to Exchange Paired Interests. For the avoidance of doubt (but subject to Section 2.04(c)), in no event shall the Holders of Paired Interests be entitled to receive in such Pubco Offer aggregate consideration for each Paired Interest that is greater than the consideration payable in respect of each share of Class A Common Stock in connection with a Pubco Offer.

Tender Offers and Other Events with Respect to Pubco. (a) In the event that a tender offer, share exchange offer, issuer bid, take-over bid, recapitalization or similar transaction with respect to Class A Common Stock (a “Pubco Offer”) is proposed by Pubco or is proposed to Pubco or its stockholders and approved by the board of directors of Pubco or is otherwise effected or to be effected with the consent or approval of the board of directors of Pubco, the Holders of Paired Interests shall be permitted to participate in such Pubco Offer by delivery of a Notice of Exchange (which Notice of Exchange shall be effective immediately prior to the consummation of such Pubco Offer (and, for the avoidance of doubt, shall be contingent upon such Pubco Offer and not be effective if such Pubco Offer is not consummated)). In the case of a Pubco Offer proposed by Pubco, Pubco will use its reasonable best efforts to expeditiously and in good faith to take all such actions and do all such things as are necessary or desirable to enable and permit the Holders of Paired Interests to participate in such Pubco Offer to the same extent or on an economically equivalent basis as the holders of shares of Class A Common Stock without discrimination; provided, that without limiting the generality of this sentence, Pubco will use its reasonable best efforts to expeditiously and in good faith to ensure that such Holders may participate in each such Pubco Offer without being required to Exchange Paired Interests. For the avoidance of doubt (but subject to Section 2.04(c)), in no event shall the Holders of Paired Interests be entitled to receive in such Pubco Offer aggregate consideration for each Paired Interest that is greater than the consideration payable in respect of each share of Class A Common Stock in connection with a Pubco Offer.

Tender Offers and Other Events with Respect to Pubco. (a) In the event that a tender offer, share exchange offer, issuer bid, take-over bid, recapitalization or similar transaction with respect to Class A Common Stock (a “Pubco PubCo Offer”) is proposed by Pubco PubCo or is proposed to Pubco PubCo or its stockholders and approved by the board of directors of Pubco Board or is otherwise effected or to be effected with the consent or approval of the board of directors of PubcoBoard, the Holders of Paired Interests shall be permitted to participate in such Pubco PubCo Offer by delivery of a Notice of Exchange (which Notice of Exchange shall be effective immediately prior to the consummation of such Pubco PubCo Offer (and, for the avoidance of doubt, shall be contingent upon the consummation of such Pubco PubCo Offer and not be effective if such Pubco PubCo Offer is not so consummated)). In the case of a Pubco PubCo Offer proposed by PubcoPubCo, Pubco PubCo will use its reasonable best efforts expeditiously and in good faith to take all such actions and do all such things as are necessary or desirable to enable and permit the Holders of Paired Interests to participate in such Pubco PubCo Offer to the same extent or on an economically equivalent basis as the holders of shares of Class A Common Stock without discrimination; provided, that without limiting the generality of this sentencesentence (and without limiting the ability of any Holder to Exchange Paired Interests at any time pursuant to the terms of this Agreement), Pubco PubCo will use its reasonable best efforts expeditiously and in good faith to ensure that such Holders may participate in each such Pubco PubCo Offer without being required to Exchange Paired Interests. For the avoidance of doubt (but subject to Section 2.04(c))doubt, in no event shall the Holders of Paired Interests be entitled to receive in such Pubco PubCo Offer aggregate consideration for each Paired Interest that is greater than the consideration payable in respect of each share of Class A Common Stock in connection with a Pubco PubCo Offer.

Tender Offers and Other Events with Respect to Pubco. (a) In the event that a tender offer, share exchange offer, issuer bid, take-over bid, recapitalization or similar transaction with respect to Class A Common Stock (a “Pubco Offer”) is proposed by Pubco or is proposed to Pubco or its stockholders and approved by the board of directors of Pubco Board or is otherwise effected or to be effected with the consent or approval of the board of directors of PubcoBoard, the Holders of Paired Interests shall be permitted to participate in such Pubco Offer by delivery of a Notice of Exchange (which Notice of Exchange shall be effective immediately prior to the consummation of such Pubco Offer (and, for the avoidance of doubt, shall be contingent upon such Pubco Offer and not be effective if such Pubco Offer is not consummated)). In the case of a Pubco Offer proposed by Pubco, Pubco will use its reasonable best efforts expeditiously and in good faith to take all such actions and do all such things as are necessary or desirable to enable and permit the Holders of Paired Interests to participate in such Pubco Offer to the same extent or on an economically equivalent basis as the holders of shares of Class A Common Stock without discrimination; provided, that without limiting the generality of this sentencesentence (and without limiting the ability of any Holder to Exchange Paired Interests at any time pursuant to the terms of this Agreement), Pubco will use its reasonable best efforts expeditiously and in good faith to ensure that such Holders may participate in each such Pubco Offer without being required to Exchange Paired Interests. For the avoidance of doubt (but subject to Section 2.04(c))doubt, in no event shall the Holders of Paired Interests be entitled to receive in such Pubco Offer aggregate consideration for each Paired Interest that is greater than the consideration payable in respect of each share of Class A Common Stock in connection with a Pubco OfferOffer (it being understood that payments under or in respect of the Tax Receivable Agreements shall not be considered part of any such consideration).

Tender Offers and Other Events with Respect to Pubco. (a) In the event that a tender offer, share exchange offer, issuer bid, take-over bid, recapitalization or similar transaction with respect to Class A Common Stock (a “Pubco Offer”) is proposed by Pubco or is proposed to Pubco or its stockholders and approved by the board of directors of Pubco or is otherwise effected or to be effected with the consent or approval of the board of directors of Pubcoeffected, the Holders of Paired Interests Non-Pubco Members shall be permitted to participate in such Pubco Offer by delivery of a Notice notice of Exchange exchange (which Notice notice of Exchange exchange shall be effective immediately prior to the consummation of such Pubco Offer (and, for the avoidance of doubt, shall be contingent upon such Pubco Offer and not be effective if such Pubco Offer is not consummated)). In the case of a Pubco Offer proposed by Pubco, Pubco will use its reasonable best efforts expeditiously and in good faith to take all such actions and do all such things as are necessary or desirable to enable and permit the Holders holders of Paired Interests LLC Units (other than the Pubco Members) to participate in such Pubco Offer to the same extent or on an economically equivalent basis as the holders of shares of Class A Common Stock without discrimination; provided, that without limiting the generality of this sentence, Pubco will use its reasonable best efforts expeditiously and in good faith to ensure that such Holders holders may participate in each such Pubco Offer without being required to Exchange Paired Interestsexchange LLC Units to the extent such participation is practicable. For the avoidance of doubt (but subject to Section 2.04(c10.04(c)), in no event shall the Holders holders of Paired Interests LLC Units be entitled to receive in such Pubco Offer aggregate consideration (other than pursuant to the Tax Receivable Agreement) for each Paired Interest LLC Unit that is greater than the consideration payable in respect of each share of Class A Common Stock in connection with a Pubco Offer.

Tender Offers and Other Events with Respect to Pubco. (a) In the event that a tender offer, share exchange offer, issuer bid, take-over bid, recapitalization or similar transaction with respect to Class A Common Stock (a “Pubco PubCo Offer”) is proposed by Pubco PubCo or is proposed to Pubco PubCo or its stockholders and approved by the board of directors of Pubco Board or is otherwise effected or to be effected with the consent or approval of the board of directors of PubcoBoard, the Holders of Paired Interests shall be permitted to participate in such Pubco PubCo Offer by delivery of a Notice of Exchange (which Notice of Exchange shall be effective immediately prior to the consummation of such Pubco PubCo Offer (and, for the avoidance of doubt, shall be contingent upon the consummation of such Pubco PubCo Offer and not be effective if such Pubco PubCo Offer is not so consummated)). In the case of a Pubco PubCo Offer proposed by PubcoPubCo, Pubco PubCo will use its reasonable best efforts expeditiously and in good faith to take all such actions and do all such things as are necessary or desirable to enable and permit the Holders of Paired Interests to participate in such Pubco PubCo Offer to the same extent or on an economically equivalent basis as the holders of shares of Class A Common Stock without discrimination; provided, that without limiting the generality of this sentencesentence (and without limiting the ability of any Holder to Exchange Paired Interests at any time pursuant to the terms of this Agreement), Pubco PubCo will use its reasonable best efforts expeditiously and in good faith to ensure that such Holders may participate in each such Pubco PubCo Offer without being required to Exchange Paired Interests. For the avoidance of doubt (but subject to Section 2.04(c))doubt, in no event shall the Holders of Paired Interests be entitled to receive in such Pubco PubCo Offer aggregate consideration for each Paired Interest that is greater than the consideration payable in respect of each share of Class A Common Stock in connection with a Pubco OfferPubCo Offer (it being understood that payments under or in respect of the Tax Receivable Agreement shall not be considered part of any such consideration).

Tender Offers and Other Events with Respect to Pubco. (a) In the event that a tender offer, share exchange offer, issuer bid, take-over bid, recapitalization or similar transaction with respect to Class A Common Stock (a “Pubco Offer”) is proposed by Pubco or is proposed to Pubco or its stockholders and approved by the board of directors of Pubco or is otherwise effected or to be effected with the consent or approval of the board of directors of Pubco, the Holders holders of Paired Interests LLC Units (other than the Pubco Members and the Management Members in respect of Corresponding Company Units that have not vested) shall be permitted to participate in such Pubco Offer by delivery of a Notice notice of Exchange exchange (which Notice notice of Exchange exchange shall be effective immediately prior to the consummation of such Pubco Offer (and, for the avoidance of doubt, shall be contingent upon such Pubco Offer and not be effective if such Pubco Offer is not consummated)). In the case of a Pubco Offer proposed by Pubco, Pubco will use its reasonable best efforts expeditiously and in good faith to take all such actions and do all such things as are necessary or desirable to enable and permit the Holders holders of Paired Interests LLC Units (other than the Pubco Members) to participate in such Pubco Offer to the same extent or on an economically equivalent basis as the holders of shares of Class A Common Stock without discrimination; provided, that without limiting the generality of this sentence, Pubco will use its reasonable best efforts expeditiously and in good faith to ensure that such Holders holders may participate in each such Pubco Offer without being required to Exchange Paired Interestsexchange LLC Units to the extent such participation is practicable. For the avoidance of doubt (but subject to Section 2.04(c10.04(c)), in no event shall the Holders holders of Paired Interests LLC Units be entitled to receive in such Pubco Offer aggregate consideration (other than pursuant to the Tax Receivable Agreement) for each Paired Interest LLC Unit that is greater than the consideration payable in respect of each share of Class A Common Stock in connection with a Pubco Offer.

Tender Offers and Other Events with Respect to Pubco. (a) In the event that a tender offer, share exchange offer, issuer bid, take-over bid, recapitalization or similar transaction with respect to Class A Common Stock (a “Pubco Offer”) is proposed by Pubco or is proposed to Pubco or its stockholders and approved by the board of directors of Pubco or is otherwise effected or to be effected with the consent or approval of the board of directors of Pubco, the Holders holders of Paired Interests LLC Units (other than the Pubco Members and the holders of LLC Units that have not vested) shall be permitted to participate in such Pubco Offer by delivery of a Notice notice of Exchange exchange (which Notice notice of Exchange exchange shall be effective immediately prior to the consummation of such Pubco Offer (and, for the avoidance of doubt, shall be contingent upon such Pubco Offer and not be effective if such Pubco Offer is not consummated)). In the case of a Pubco Offer proposed by Pubco, Pubco will use its reasonable best efforts expeditiously and in good faith to take all such actions and do all such things as are necessary or desirable to enable and permit the Holders holders of Paired Interests LLC Units (other than the Pubco Members) to participate in such Pubco Offer to the same extent or on an economically equivalent basis as the holders of shares of Class A Common Stock without discrimination; provided, that without limiting the generality of this sentence, Pubco will use its reasonable best efforts expeditiously and in good faith to ensure that such Holders holders may participate in each such Pubco Offer without being required to Exchange Paired Interestsexchange LLC Units to the extent such participation is practicable. For the avoidance of doubt (but subject to Section 2.04(c10.04(c)), in no event shall the Holders holders of Paired Interests LLC Units be entitled to receive in such Pubco Offer aggregate consideration (other than pursuant to the Tax Receivable Agreement) for each Paired Interest LLC Unit that is greater than the consideration payable in respect of each share of Class A Common Stock in connection with a Pubco Offer.

Tender Offers and Other Events with Respect to Pubco. (a) In the event that a tender offer, share exchange offer, issuer bid, take-over bid, recapitalization or similar transaction with respect to Class A Common Stock (a “Pubco Offer”) is proposed by Pubco or is proposed to Pubco or its stockholders and approved by the board of directors of Pubco or is otherwise effected or to be effected with the consent or approval of the board of directors of Pubco, the Holders holders of Paired Interests Units (other than the Pubco Members and holders of Unvested LLC Units (solely in respect of such Unvested LLC Units)) shall be permitted to participate in such Pubco Offer by delivery of a Notice notice of Exchange exchange (which Notice notice of Exchange exchange shall be effective immediately prior to the consummation of such Pubco Offer (and, for the avoidance of doubt, shall be contingent upon such Pubco Offer and not be effective if such Pubco Offer is not consummated)). In the case of a Pubco Offer proposed by Pubco, Pubco will use its reasonable best efforts expeditiously and in good faith to take all such actions and do all such things as are necessary or desirable to enable and permit the Holders holders of Paired Interests LLC Units (other than the Pubco Members and holders of Unvested LLC Units (solely in respect of such Unvested LLC Units)) to participate in such Pubco Offer to the same extent or on an economically equivalent basis as the holders of shares of Class A Common Stock without discrimination; providedprovided that, that without limiting the generality of this sentence, Pubco will use its reasonable best efforts expeditiously and in good faith to ensure that such Holders holders may participate in each such Pubco Offer without being required to Exchange Paired Interestsexchange LLC Units to the extent such participation is practicable. For the avoidance of doubt (but subject to Section 2.04(c10.04(a)), in no event shall the Holders holders of Paired Interests LLC Units participating in the Pubco Offer be entitled to receive in such Pubco Offer aggregate consideration for each Paired Interest LLC Unit that is greater than the consideration payable in respect of each share of Class A Common Stock in connection with a Pubco Offer.

Tender Offers and Other Events with Respect to Pubco. (a) In the event that a tender offer, share exchange offer, issuer bid, take-over bid, recapitalization or similar transaction with respect to Class A Common Stock (a “Pubco Offer”) is proposed by Pubco or is proposed to Pubco or its stockholders and approved by the board of directors of Pubco or is otherwise effected or to be effected with the consent or approval of the board of directors of Pubco, the Holders holders of Paired Interests LLC Units (other than the Pubco Members and the holders of LLC Units that have not vested) shall be permitted to participate in such Pubco Offer WEIL:\98074461\9\40590.0003 by delivery of a Notice notice of Exchange exchange (which Notice notice of Exchange exchange shall be effective immediately prior to the consummation of such Pubco Offer (and, for the avoidance of doubt, shall be contingent upon such Pubco Offer and not be effective if such Pubco Offer is not consummated)). In the case of a Pubco Offer proposed by Pubco, Pubco will use its reasonable best efforts expeditiously and in good faith to take all such actions and do all such things as are necessary or desirable to enable and permit the Holders holders of Paired Interests LLC Units (other than the Pubco Members) to participate in such Pubco Offer to the same extent or on an economically equivalent basis as the holders of shares of Class A Common Stock without discrimination; provided, that without limiting the generality of this sentence, Pubco will use its reasonable best efforts expeditiously and in good faith to ensure that such Holders holders may participate in each such Pubco Offer without being required to Exchange Paired Interestsexchange LLC Units to the extent such participation is practicable. For the avoidance of doubt (but subject to Section 2.04(c10.04(c)), in no event shall the Holders holders of Paired Interests LLC Units be entitled to receive in such Pubco Offer aggregate consideration (other than pursuant to the Tax Receivable Agreement) for each Paired Interest LLC Unit that is greater than the consideration payable in respect of each share of Class A Common Stock in connection with a Pubco Offer.

Tender Offers and Other Events with Respect to Pubco. (a) i. In the event that a tender offer, share exchange offer, issuer bid, take-over bid, recapitalization or similar transaction with respect to Class A Common Stock (a “Pubco Offer”) is proposed by Pubco or is proposed to Pubco or its stockholders and approved by the board of directors of Pubco or is otherwise effected or to be effected with the consent or approval of the board of directors of Pubco, the Holders of Paired Interests shall be permitted to participate in such Pubco Offer by delivery of a Notice of Exchange (which Notice of Exchange shall be effective immediately prior to the consummation of such Pubco Offer (and, for the avoidance of doubt, shall be contingent upon such Pubco Offer and not be effective if such Pubco Offer is not consummated)). In the case of a Pubco Offer proposed by Pubco, Pubco will use its reasonable best efforts expeditiously and in good faith to take all such actions and do all such things as are necessary or desirable to enable and permit the Holders of Paired Interests to participate in such Pubco Offer to the same extent or on an economically equivalent basis as the holders of shares of Class A Common Stock without discrimination; provided, that without limiting the generality of this sentence, Pubco will use its reasonable best efforts expeditiously and in good faith to ensure that such Holders may participate in each such Pubco Offer without being required to Exchange Paired Interests. For the avoidance of doubt (but subject to Section 2.04(c))doubt, in no event shall the Holders of Paired Interests be entitled to receive in such Pubco Offer aggregate consideration for each Paired Interest that is greater than the consideration payable in respect of each share of Class A Common Stock in connection with a Pubco Offer.

Tender Offers and Other Events with Respect to Pubco. (a) In the event that a tender offer, share exchange offer, issuer bid, take-over bid, recapitalization or similar transaction with respect to Class A Common Stock (a “Pubco Offer”) is proposed by Pubco or is proposed to Pubco or its stockholders and approved by the board of directors of Pubco or is otherwise effected or to be effected with the consent or approval of the board of directors of Pubco, the Holders holders of Paired Interests Units (other than Units held by a Pubco Partner and any Units that have not vested) shall be permitted to participate in such Pubco Offer by delivery of a Notice notice of Exchange exchange (which Notice notice of Exchange exchange shall be effective immediately prior to the consummation of such Pubco Offer (and, for the avoidance of doubt, shall be contingent upon such Pubco Offer and not be effective if such Pubco Offer is not consummated)). In the case of a Pubco Offer proposed by Pubco, Pubco will use its reasonable best efforts expeditiously and in good faith to take all such actions and do all such things as are necessary or desirable to enable and permit the Holders holders of Paired Interests Units (other than Units held by a Pubco Partner and any Units that have not vested) to participate in such Pubco Offer to the same extent or on an economically equivalent basis as the holders of shares of Class A Common Stock without discrimination; providedprovided that, that without limiting the generality of this sentence, Pubco will use its reasonable best efforts expeditiously and in good faith to ensure that such Holders holders may participate in each such Pubco Offer without being required to Exchange Paired Interestsexchange Units to the extent such participation is practicable. For the avoidance of doubt (but subject to Section 2.04(c‎Section 10.04(c)), in no event shall the Holders holders of Paired Interests Units be entitled to receive in such Pubco Offer aggregate consideration (other than pursuant to the Tax Receivables Agreement) for each Paired Interest Unit that is greater than the consideration payable in respect of each share of Class A Common Stock in connection with a Pubco Offer.

Tender Offers and Other Events with Respect to Pubco. (a) In the event that a tender offer, share exchange offer, issuer bid, take-over bid, recapitalization or similar transaction with respect to Class A Common Stock (a “Pubco Offer”) is proposed by Pubco or is proposed to Pubco or its stockholders and approved by the board of directors of Pubco or is otherwise effected or to be effected with the consent or approval of the board of directors of Pubco, the Holders of Paired Interests shall be permitted to participate in such Pubco Offer by delivery of a Notice of Exchange (which Notice of Exchange shall be effective immediately prior to the consummation of such Pubco Offer (and, for the avoidance of doubt, shall be contingent upon such Pubco Offer and not be effective if such Pubco Offer is not consummated)). In the case of a Pubco Offer proposed by Pubco, Pubco will use its reasonable best efforts expeditiously and in good faith to take all such actions and do all such things as are necessary or desirable to enable and permit the Holders of Paired Interests to participate in such Pubco Offer to the same extent or on an economically equivalent basis as the holders of shares of Class A Common Stock without discrimination; provided, that without limiting the generality of this sentence, Pubco will use its reasonable best efforts expeditiously and in good faith to ensure that such Holders may participate in each such Pubco Offer without being required to Exchange Paired Interests. For the avoidance of doubt (but subject to Section 2.04(c))doubt, in no event shall the Holders of Paired Interests be entitled to receive in such Pubco Offer aggregate consideration for each Paired Interest that is greater than the consideration payable in respect of each share of Class A Common Stock in connection with a Pubco Offer.

Tender Offers and Other Events with Respect to Pubco. (ai) In the event that a tender offer, share exchange offer, issuer bid, take-over bid, recapitalization or similar transaction with respect to Pubco Class A Common Stock (a “Pubco Offer”) is proposed by Pubco or is proposed to Pubco or its stockholders and approved by the Pubco board of directors of Pubco or is otherwise effected or to be effected with the consent or approval of the board of directors of Pubco, the Paired Interest Holders of Paired Interests shall be permitted to participate in such Pubco Offer by delivery of a Notice notice of Exchange exchange (which Notice notice of Exchange exchange shall be effective immediately prior to the consummation of such Pubco Offer (and, for the avoidance of doubt, shall be contingent upon such Pubco Offer and not be effective if such Pubco Offer is not consummated)). In the case of a Pubco Offer proposed by Pubco, Pubco will use its commercially reasonable best efforts expeditiously and in good faith to take all such actions and do all such things as are necessary or desirable to enable and permit the Holders of Paired Interests Holders to participate in such Pubco Offer to the same extent or on an economically equivalent basis as the holders of shares of Pubco Class A Common Stock without discrimination; provided, that without limiting the generality of this sentence, Pubco will use its reasonable best efforts expeditiously and in good faith to ensure that such Holders holders may participate in each such Pubco Offer without being required to Exchange Paired Interestsexchange shares of Class B Common Stock pursuant to Section 4.04(a) and (b) to the extent such participation is practicable. For the avoidance of doubt (but subject to Section 2.04(c))doubt, in no event shall the Holders of Paired Interests Holders be entitled to receive in such Pubco Offer aggregate consideration for each Paired Interest share of Class B Common Stock that is greater than the consideration payable in respect of each share of Pubco Class A Common Stock in connection with a Pubco Offer.