Up-C Structure Clause Samples
The Up-C Structure clause defines the organizational framework in which a corporation is structured alongside an operating partnership, typically to facilitate an initial public offering (IPO) while allowing original owners to retain certain tax and economic benefits. In this arrangement, public shareholders invest in the corporation, which in turn holds an interest in the operating partnership, while pre-IPO owners maintain their interests directly in the partnership and can exchange them for shares in the corporation over time. This structure is primarily used to provide tax advantages to original owners and flexibility in transitioning ownership, while also enabling the corporation to access public capital markets.
Up-C Structure. Any Qualified IPO, unless the MCK Members and Echo shall mutually elect otherwise, shall be effected as an initial public offering through Echo. In connection with the consummation of a Qualified IPO, the number of outstanding Echo Shares and Units shall be adjusted as set forth in Section 3.03(c) to the extent necessary to cause (x) the Echo Ratio is maintained at one Unit to one Echo Share and (y) each of the number of Echo Shares sold to the public in the Qualified IPO and the price per share of such Echo Shares (calculated before giving effect to any underwriting discounts and commissions) to be within the range recommended to the Company by the underwriters, in the case of both (x) and (y), upon consummation of the Qualified IPO. Each of the Members and the Company shall cooperate with each other to implement such adjustments.
Up-C Structure. The foregoing provisions of this Article VI are subject to the restrictions with respect to redemption and repurchase set forth in Section 3.03 of the LLC Agreement. In the event Echo elects to exercise the Management Call Option, the Company (or its designated affiliate) will have the right to purchase for cash (or such other form of payment as set forth in Section 6.5) all or any portion of the Units underlying such Purchased Management Shares held by Echo. In the event the Company elects to purchase all or any portion of the Units held by Echo underlying the Purchased Management Shares, Echo will use the proceeds to purchase the Purchased Management Shares. In the event that Echo is required pursuant to Section 6.7 to purchase Echo Shares, then substantially simultaneously with such purchase, the Company agrees to redeem, repurchase or otherwise acquire from Echo an equal number of Units for an aggregate price equal to the Fair Market Value of the Echo Shares being purchased calculated as set forth in Section 6.7. In the event payment is made on a promissory note pursuant to Section 6.5 issued by Echo or the Company, as applicable, then the Company or Echo, as applicable, will enter into a promissory note with the same aggregate principal amount and terms as specified in Section 6.5.
Up-C Structure. Any Qualified IPO, unless the MCK Members and Echo shall mutually elect otherwise, shall be effected as an initial public offering through Echo. In connection with the consummation of a Qualified IPO, (a) the number of outstanding Echo Shares shall be adjusted by way of stock split or reverse stock split and (b) the number of Units shall be adjusted by way of a Unit split or reverse Unit split, in each case to the extent necessary to cause (x) the number of outstanding Echo Shares to be equal to the number of Units held by Echo and (y) each of the Echo Shares sold to the public in the Qualified IPO and the price per share of such Echo Shares (calculated before giving effect to any underwriting discounts and commissions) to be within the range recommended to the Company by the underwriters, in the case of both (x) and (y), upon consummation of the Qualified IPO. Each of the Members and the Company shall cooperate with each other to implement the adjustments described in the preceding clauses (a) and (b).