Class B-3 Unit Vesting Clause Samples

Class B-3 Unit Vesting. (A) Class B-3 Units shall become Vested Units upon the occurrence of a Liquidity Event that occurs prior to a Termination Date in which the Sponsor shall have received, in respect of its Class A-1 Units of the Company (the “Class A-1 Units”), cash or property (excluding securities of the Company or its Affiliates) resulting in a 20% annual Internal Rate of Return. Non-cash property received by the Sponsor shall be discounted 10% from its Fair Market Value (unless such property is actually distributed to the ultimate limited partners of the Sponsor, in which case the property will be valued using the same methods the Sponsor uses for purposes of calculating the Internal Rate of Return for its ultimate limited partners). (B) Notwithstanding the foregoing, in the event that a Liquidity Event occurs prior to a Termination Date and the Class B-3 Units do not become Vested Units according to the terms set forth in Part 4(A) above, a percentage of the Unvested Class B-3 Units shall become Vested Units upon the Liquidity Event, with such percentage based on the number of Class B-2 Units that have become Vested Units (if any) pursuant to Part 3(A) above on or before the date of the Liquidity Event as compared to the number of Class B-2 Units that were eligible to become Vested Units on or before the date of the Liquidity Event if the EBITDA targets in Part 3(A) above had been achieved.
View Source
Class B-3 Unit Vesting. Prior to the occurrence of a Termination Date, 20% of the Class B-3 Units issued to Executive hereunder will become Vested Units on each of the first five anniversaries of the Closing Date (each such anniversary, a “Class B-3 Unit Vesting Date”) if, as of the last day of the Fiscal Year ending after the applicable Class B-3 Unit Vesting Date, the net debt goal set forth below (the “Net Debt Goal”) for the applicable Fiscal Year is attained. Notwithstanding the foregoing, if the portion of the Class B-3 Unit that is scheduled to vest in respect of a given Fiscal Year does not vest because the Net Debt Goal is not achieved or exceeded in respect of such Fiscal Year (such Fiscal Year, a “Net Debt Goal Missed Year”), then (x) if the amount by which the Net Debt Goal is missed for the Net Debt Goal Missed Year is $10 million or less, then with respect to the immediately following Fiscal Year (such Fiscal Year, the “First Net Debt Goal Make-Up Year”), if the aggregate of the Net Debt Goals for the Net Debt Goal Missed Year and the First Net Debt Goal Make-Up Year are achieved on a cumulative basis, 100% of the portion of the Class B-3 Units which did not vest with respect to the Net Debt Goal Missed Year shall be deemed to vest on the Class B-3 Unit Vesting Date that occurs immediately prior to the last day of such Fiscal Year and such corresponding Units will become Vested Units or (y) if the amount by which the Net Debt Goal is missed for the Net Debt Goal Missed Year is in excess of $10 million, then (i) with respect to the First Net Debt Goal Make-Up Year, if the aggregate of the Net Debt Goals for the Net Debt Goal Missed Year and the First Net Debt Goal Make-Up Year are achieved on a cumulative basis, sixty percent (60%) of the portion of the Class B-3 Units which did not vest with respect to the Net Debt Goal Missed Year shall be deemed to vest on the Class B-3 Unit Vesting Date that occurs immediately prior to the last day of such Fiscal Year and such corresponding Units will become Vested Units and (ii) with respect to any Net Debt Goal Missed Year, if the aggregate of the Net Debt Goals for such Net Debt Goal Missed Year and the First Net Debt Goal Make-Up Year are not achieved on a cumulative basis, then with respect to the Fiscal Year immediately following the First Net Debt Goal Make-Up Year (such Fiscal Year, the “Second Net Debt Goal Make-Up Year”), if the aggregate of the Net Debt Goals for such Net Debt Goal Missed Year, the First Net Debt Goal ...
View Source
Class B-3 Unit Vesting. Class B-3 Units shall become Vested Units upon the occurrence of a Liquidity Event that occurs prior to a Termination Date in which the Sponsor shall have received, in respect of its Class A-1 Units held on the date of this Agreement (excluding any Class A-1 Units disposed of in connection with a Syndication Transaction), cash or property (excluding securities of the Company or its Affiliates) resulting in a 20% annual Internal Rate of Return (or, if the Liquidity Event occurs (x) on or before the first anniversary of the Closing Date, a 40% annual Internal Rate of Return or (y) after the first anniversary of the Closing Date but on or before the second anniversary of the Closing Date, a 30% annual Internal Rate of Return). Non-cash property received by the Sponsor shall be discounted 10% from its Fair Market Value (unless such property is actually distributed to the ultimate limited partners of the Sponsor, in which case the property will be valued using the same methods the Sponsor uses for purposes of calculating the Internal Rate of Return for its ultimate limited partners).
View Source

Related to Class B-3 Unit Vesting

  • Stock Vesting Unless otherwise approved by the Board of Directors, all stock options and other stock equivalents issued after the date of this Agreement to employees, directors, consultants and other service providers shall be subject to vesting as follows: (a) twenty-five percent (25%) of such stock shall vest at the end of the first year following the earlier of the date of issuance or such person’s services commencement date with the Company, and (b) seventy-five percent (75%) of such stock shall vest over the remaining three (3) years.

  • Time Vesting The restrictions shall lapse with respect to the Shares of Restricted Stock covered by this Award, in the installments set forth in the Award Agreement, provided that G▇▇▇▇▇▇’s service as a Director of the Company and its Subsidiaries continues through the specified dates.

  • Class B Units Class B Unitholders shall not be entitled to vote in any matters relating to the Company, unless otherwise reserved to the Members by the Act. In addition to the other rights and obligations of Class B Unitholders hereunder, Class B Units shall entitle the holder of such Class B Units to (i) Tax Distributions pursuant to Section 4.01(b), and (ii) a preferred return equal to the Class B Preferred Return Amount. The Class B Preferred Return Amount shall not be required to be paid annually but shall accrue and become payable at the earlier of (x) the fifth (5th) anniversary of the Effective Time, or (y) a liquidation of, or a taxable sale of substantially all of the assets of, the Company. Upon the occurrence of an event referenced in clause (y) above, each Class B Unitholder shall also be paid such Class B Unitholder’s Class B Preferred Return Base Amount, in addition to all of the outstanding, accrued and unpaid Class B Preferred Return Amount. On the seventh (7th) anniversary of the Effective Time, each Class B Unitholder may, at its option and in accordance with the notice and other procedural provisions set forth in Section 11.01(a) (the “7 Year Put Option”), sell all (but not less than all) of its Class B Units to the Company for an amount equal to such Class B Unitholder’s Class B Preferred Return Base Amount plus any outstanding and accrued Class B Preferred Return Amount of such Class B Unitholder (the “Class B Option Consideration”) and, upon the exercise of the 7 Year Put Option by any Class B Unitholder, the Company shall purchase all of such holder’s Class B Units for the Class B Option Consideration. Notwithstanding anything herein to the contrary, no Class B Preferred Return Amount shall be due and payable with respect to such Class B Units pursuant this Section 3.02(b) at such time or times specified in this Section 3.02(b) unless such Class B Units remain issued and outstanding at such time or times and no Redemption or Direct Exchange of such Class B Units described in Article XI hereof has occurred.

  • Equity Vesting All of the then-unvested shares subject to each of the Executive’s then-outstanding equity awards will immediately vest and, in the case of options and stock appreciation rights, will become exercisable (for avoidance of doubt, no more than 100% of the shares subject to the then-outstanding portion of an equity award may vest and become exercisable under this provision). In the case of equity awards with performance-based vesting, all performance goals and other vesting criteria will be deemed achieved at the greater of actual performance or 100% of target levels. Unless otherwise required under the next following two sentences or, with respect to awards subject to Section 409A of the Code, under Section 5(b) below, any restricted stock units, performance shares, performance units, and/or similar full value awards that vest under this paragraph will be settled on the 61st day following the CIC Qualified Termination. For the avoidance of doubt, if the Executive’s Qualified Termination occurs prior to a Change in Control, then any unvested portion of the Executive’s then-outstanding equity awards will remain outstanding for 3 months or the occurrence of a Change in Control (whichever is earlier) so that any additional benefits due on a CIC Qualified Termination can be provided if a Change in Control occurs within 3 months following the Qualified Termination (provided that in no event will the Executive’s stock options or similar equity awards remain outstanding beyond the equity award’s maximum term to expiration). In such case, if no Change in Control occurs within 3 months following a Qualified Termination, any unvested portion of the Executive’s equity awards automatically will be forfeited permanently on the 3-month anniversary of the Qualified Termination without having vested.

  • Performance Vesting Within sixty (60) days following the completion of the Performance Period, the Plan Administrator shall determine the applicable number of Performance Shares in accordance with the provisions of the Award Notice and Schedule I attached thereto.