Class A Interests Sample Clauses
Class A Interests. Members who hold Class A Interests shall have an income preference and a liquidation preference as set forth in Sections 3.1(e)(ii) and 3.1(f)(i), respectively. Except as otherwise required by the Act, holders of Class A Interests are entitled to vote or consent on all matters in which action is or may be taken by the Members of the Company, in proportion to their Percentage Class A Interests.
Class A Interests. “Class A Interests” shall mean the interest in the Partnership held by each Class A Limited Partner with respect to the Class A Related Assets.
Class A Interests. Except as otherwise required by the Act, holders of Class A Interests are entitled to vote or consent on all matters in which action is or may be taken by the Members of the Company, in proportion to their respective Percentage Class A Interests. Except as otherwise determined by the Board, the Class A Interests shall initially be issued solely to BrightSphere.
Class A Interests. Class A Interests have all the rights, privileges, preferences, and obligations generally provided to a Member under applicable law, and as are otherwise
Class A Interests. Each Initial Member shall initially own a Class Interest (the "Class A Interest"), corresponding to the Percentage Interest set forth opposite such Initial Member's name in Appendix B hereto and carrying with it the management and economic rights specified in this Agreement with respect to the Company's limited liability company interest directly in F/C Gilroy Holdings LLC and indirectly in F/C Gilroy Development LLC, each a wholly owned Subsidiary of the Company (the "Class A Subsidiaries").
Class A Interests. Class A Interests have all the rights, privileges, preferences, and obligations generally provided to a Member under applicable law, and as are otherwise applicable to Class A Interests pursuant to this Agreement. Except as specifically provided in this Agreement, the holder of the Class A Interests will be entitled to share in distributions of Distributable Cash based on the percentage of total Membership Interests issued and outstanding at such time held by the holder of the Class A Interests (the “Class A Member”) as of the relevant date, which percentage is set forth on Exhibit A and may be amended or adjusted from time to time. Notwithstanding Section 13, the Class A Member may choose to forgo all, or any portion thereof, of its share of any distribution of Distributable Cash (the “Declined Distribution”) in favor of a Common Stock Distribution; provided the Class B Member agrees to accept such Declined Distribution. Prior to making a distribution of Distributable Cash to the Members, the Managers must notify the Members of such distribution. The Class A Member shall have two (2) business days from the date of such notification to notify the Managers whether it shall accept or decline such distribution. Failure to notify the Managers within such time period shall be deemed an acceptance of such distribution by the Class A Member. In the event the Class A Member declines such distribution in favor of the Common Stock Distribution, the Managers shall notify the Class B Member, and the Class B Member shall have two (2) business days from the date of such notification to notify the Managers in writing whether it will accept or decline the Declined Distribution. Failure to notify the Managers in writing within such time period shall be deemed an acceptance of such Declined Distribution by the Class B Member. “Common Stock Distribution” shall mean the number of shares of common stock of Firepond, Inc., initially contributed by the Class B Members as set forth on Exhibit A hereto (the “Initial Shares”), equal to the quotient of (i) the total amount of the Declined Distribution by the Class A Member divided by (ii) for any time prior to the Bridge Notes and Cap Notes being paid in full, 1.40 and thereafter, the higher of (A) the product of (x) 0.8 times (y) the arithmetic average of the closing price for the Common Stock for each of the twenty (20) trading days ending on the trading day immediately preceding the date of the Declined Distribution and (B) 1.40.
Class A Interests. Class A Interests shall be issued to a Member in consideration of such Member’s Capital Contributions of Transmission Assets pursuant to Section 3.2 hereof. Each Class A Interest shall be non-voting, and shall entitle its holder to cash distributions pursuant to Article 5 hereof. A holder of Class A Interests shall be reported on the Company’s tax returns as a partner for federal and, if applicable, state income tax purposes.
Class A Interests. The Partnership shall pay to the Investment Manager a quarterly management fee, calculated and payable in advance as of the beginning of each quarter, equal to 0.375% of the net worth of each Class A Limited Partner’s capital account as of the beginning of each quarter (approximately 1.5% annually) (the “Class A Management Fee”). The Class A Management Fee shall be payable in U.S. Dollars, normally within ten (10) days after the beginning of each quarter. The Class A Management Fee shall be calculated after taking into account capital contributions as of the beginning of a calendar quarter and net of withdrawals as of the end of the prior calendar quarter. In addition, the Class A Management Fee shall be prorated for capital contributions and withdrawals during any calendar quarter based on the date such capital contribution or withdrawal is made (and, with respect to withdrawals, a prorated amount shall be refunded by the Investment Manager to the Partnership for the ultimate benefit of the withdrawing Limited Partner). Further, the Class A Management Fee shall be prorated for any calendar quarter during which the Investment Manager does not serve as the investment manager of the Partnership for the entire calendar quarter. For the avoidance of doubt, the General Partner and/or the Investment Manager may waive, reduce or rebate the Class A Management Fee attributable to any Interest held by or on behalf of any other party, including, without limitation, any employee, agent or affiliate of the Investment Manager and/or the General Partner. The Investment Manager, in its sole and absolute discretion, may also pay a portion of the Class A Management Fee to certain Limited Partners or other third parties. Notwithstanding anything to the contrary herein, the General Partner shall have the authority to alter or change the manner and method of calculating and paying the Class A Management Fee, including, without limitation, in the event that the Partnership is restructured as a feeder fund in a master-feeder structure, charging such fee at the master fund level rather than at the feeder fund level, provided that no such alteration or change in the method of calculation and payment shall in any way alter or affect the substantive rights of any Limited Partner herein, including, without limitation, the economic provisions and voting rights of any Limited Partner, or otherwise affect their rights as Limited Partners.
Class A Interests. The Company shall be authorized to issue up to five hundred million (500,000,000) Class A Interests, with the rights, privileges, preferences and obligations as may be determined by the Board of Directors in connection with any issuance of such Class A Interests. Any such rights, privileges and obligations shall be set forth in an amendment to this Agreement.
Class A Interests. Class A Interests will share in the profits and losses from the Fund’s investment activities and operations without being subject to a management fee or carried interest payable to Xxxxxxx Xxxxx at the level of the Fund or the Underlying Funds, subject to the Class A Vesting Date described below. Class A Interests will, however, indirectly bear management fees, carried interest and/or similar fees and expenses charged by Non-GS External Fund managers at the level of the Non-GS External Funds. The Class A Interests will not be entitled to the benefits, nor subject to the risks and detriments, of leverage. The holders of Class A Interests will be required to make capital contributions in respect of the Class A Interests for which they subscribe. Class A Interests are governed by the terms of the Partnership Agreement and the Offering Memorandum; provided, however, that contrary to the vesting dates set forth in the Partnership Agreement and the Offering Memorandum (as it relates to Class A Interests), any Class A Interests acquired pursuant to this offering will vest on December 31, [ ] (the “Class A Vesting Date”). If an Executive Participant’s Employment terminates, for any reason (whether due to voluntary or involuntary termination of employment), before the Class A Vesting Date, the General Partner will have the right, but not the obligation, to (a) convert the Executive Participant’s Class A Interest to a Class C Interest, which, subject to applicable law, will be subject to the Class C Management Fee and Class C Carried Interest, or (b) cause the redemption, purchase or transfer of any Class A Interest or Class C Interest of such Executive Participant at a price equal to the Minimum Purchase Price. [ ]