Class B Common Units. The Class B Common Units represent 50% of the voting, consent, approval or similar rights of the Common Units, as allocated to Common Units under the Agreement, except as required by applicable law. Such rights for each of the Class B Common Units will be determined on the applicable date by dividing one such Partnership Unit by the number of Class B Common Units outstanding on the applicable date, multiplied by 50%; provided, however, that where applicable law requires otherwise, such determination shall by as required by applicable law. In the event there are no Class A Common Units outstanding, the Class B Common Units shall represent 100% of the voting, consent, approval or similar rights of the Common Units, with the rights per unit determined without multiplication by 50%.
Class B Common Units. The Company hereby authorizes the issuance of an unlimited number of Class B Common Units, none of which are outstanding on the date hereof.
Class B Common Units. (a) On the Class B Common Measuring Date, in connection with PublicCo's Capital Contributions pursuant to Section 3.1.3(a), the Company will issue to PublicCo a number of Class B Common Units equal to the number of shares of common stock issued by PublicCo on such date in connection with the IPO.
Class B Common Units. The Class B Member shall have the right to the Profits Interest Amount (and any Preferred Return) as provided in Article VII . Following the payment in full of all Profits Interest Amounts accruing (or to accrue) prior to the Profits Interest Accrual Termination Date (as well as any Preferred Return), the Class B Common Units shall automatically cease to be outstanding and the Class B Member shall no longer have any rights or privileges under this Agreement. Unless specifically set forth in this Agreement, the Class B Common Member shall have no other rights of the Members under this Agreement. Unless specifically set forth in this Agreement, the Class B Common Units shall not entitle the holder thereof to vote on any matters required or permitted to be voted on by the Members. Notwithstanding the foregoing, following the date of this Agreement and prior to the payment in full of all Profits Interest Amounts accruing (or to accrue) prior to the Profits Interest Accrual Termination Date (as well as any Preferred Return), the Company may not issue any Membership Interest that would entitle the holder thereof to receive Distributions prior to, in preference to, or pari passu with, the Class B Common Units.
Class B Common Units. The Partnership hereby authorizes the issuance of an unlimited number of Class B Common Units for incentive purposes, which it may issue to officers, directors, managers, employees or consultants of the Partnership, its Subsidiaries or Grande Manager, or, for so long as the ABB Advisory Agreement (as defined in the Partners Agreement) is in effect, of ABB, in one or more Series, zero (0) of which are outstanding on the date hereof, as set forth on the Partners Schedule (as in effect on the date hereof). The initial three Series of Class B Common Units are (i) Class B-1 Common Units, zero (0) of which are outstanding on the date hereof, (ii) Class B-2 Common Units, zero (0) of which are outstanding on the date hereof, and (iii) Class B-3 Common Units, zero (0) of which are outstanding on the date hereof, in each case, as set forth on the Partners Schedule (as in effect on the date hereof); provided, during the period of 18 months after the date of this Agreement, the Partnership may not issue (A) any incentive-based Equity Securities other than Class B-1 Common Units, Class B-2 Common Units or Class B-3 Common Units or (B) any Class B-1 Common Units, Class B-2 Common Units, or Class B-3 Common Units if, after giving effect to such issuance the Class B-1 Common Units, Class B-2 Common Units or Class B-3 Common Units of such series would represent greater than 5% of the then-outstanding Common Units, except in each case in compliance with Section 7.24(b) of the Recapitalization Agreement.
Class B Common Units. (i) Notwithstanding anything to the contrary in this Agreement, Class B Common Units may be issued only pursuant to an Equity Award Agreement. Class B Members shall not be entitled to vote on or consent with respect to any matters submitted to a vote or requiring consent of the Members, other than on matters that adversely affect such Class B Members as a class in a manner that is disproportionate to the Class A Members as a class. Class B Common Units are intended to be treated for U.S. federal income tax purposes as a profits interest within the meaning of IRS Revenue Procedures 93-27 and 2001-43 and, accordingly, prior to the issuance of any Class B Common Units, the Board will determine, by whatever means or methods it deems appropriate, the Fair Market Value of the aggregate equity of the Company as of the date of the issuance (such value, as increased by any additional Capital Contributions after such issuance, the applicable “Baseline Value”). For the avoidance of doubt, the Baseline Value for all Class B Common Units issued prior to the Effective Date shall not be affected as a result of the Effective Date Transactions. A Class B Common Unit shall be entitled only to share in the appreciation in the Fair Market Value of the aggregate equity in the Company over and above its applicable Baseline Value. Class B Common Units issued at the same Baseline Value shall be treated as one subclass of Class B Common Units. Notwithstanding anything to the contrary contained herein, in addition to any conditions or restrictions on the Class B Common Units contained in this Agreement, the Class B Common Units may also be subject to such other conditions and restrictions (including vesting criteria) as determined by the Board and set forth in an Equity Award Agreement executed and delivered in connection with any such issuance or grant. Notwithstanding any provision contained in this Agreement or any Equity Award Agreement to the contrary, the terms and provisions of this Agreement and any Equity Award Agreement shall be interpreted consistently with the intention to treat Class B Common Units as profits interests for U.S. federal income tax purposes. In accordance with IRS Revenue Procedure 2001-43, the Company shall treat the holders of Class B Common Units as partners from the date of grant, whether or not vested, and shall file its IRS Form 1065 and issue the appropriate K-1s to such holder, allocating to such holder its distributive share of income, gain, los...
Class B Common Units. (a) As of the Effective Date, the aggregate number of Class B Common Units issued to PublicCo was Two Hundred Ninety-Four Million Two Hundred Sixty-Seven Thousand Five Hundred Forty (294,267,540).
Class B Common Units. The Company hereby authorizes the issuance of Class B Common Units; 273,900 of which are outstanding as of the date hereof as set forth on the Members Schedule (as in effect on the date hereof).
Class B Common Units. The Board of Managers shall be and hereby is authorized and empowered, without the need to obtain any further consents of any of the Members or any other Person, to cause the Company to issue one or more Class B Common Units (and/or options thereon) to one or more Persons (including Persons who may or may not already be members of the Company), upon such terms and conditions as the Board of Managers may designate, such issuances to be evidenced and set forth in a Restricted Unit Issuance Agreement to be executed and entered into by and among the Company and the recipient of such issuance. The Board may, in its discretion, designate in any Restricted Unit Issuance Agreement applicable to any grant of Class B Common Units pursuant to this Section 2.2.2, any additional restrictions applicable to such Class B Common Units (including but not limited to vesting, forfeiture or other similar restrictions, and/or restrictions on the right to receive distributions or other economic rights relating to such Class B Common Units). Notwithstanding any other provision of this Agreement, the number of issued and outstanding Class B Common Units which are issued pursuant to this Section 2.2.2 shall, as of any given point in time, not exceed 111,111. The Board of Managers shall be and hereby is authorized and empowered, without the need to obtain any further consents of any other Members or any other Persons, to take such further actions (including but not limited to, executing, entering into or adopting any agreements, including amendments to this Agreement) as the Manager shall deem necessary or appropriate in order to further evidence, reflect or give effect to any of the matters set forth in this Section 2.2.2.
Class B Common Units. 1 Closing.......................................................................................................... 3
