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. (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
Class B Common Units. The Company hereby authorizes the issuance of an unlimited number of Class B Common Units, 500,000 of which are outstanding on the date hereof, as set forth on the Members and Option Holders Schedule (as in effect on the date hereof).
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. (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.
(b) Upon PublicCo's acquisition of the Class A Preferred Units pursuant to the Rifkxx Xxxtribution Agreement at the time of the IPO, such Class A Preferred Units will be converted into Class B Common Units. PublicCo will be deemed to have made a Capital Contribution of cash to the Company in the amount equal to the redemption price of such Class A Preferred Units as determined under Section 3.5.2(a), and the Company will be deemed to have issued Class B Common Units to PublicCo. The number of Class B Common Units acquired by PublicCo pursuant to this Section 3.6.4(b) will be equal to the number of shares of Class A Common Stock issued by PublicCo to the Rifkxx Xxxders pursuant to the Rifkxx Xxxtribution Agreement.
(c) Upon PublicCo's issuance of common stock in exchange for Class D Common Units, such Class D Common Units shall be deemed to have converted automatically into a like number of Class B Common Units.
(d) Upon PublicCo's contribution of cash and/or assets to the Company pursuant to Section 3.1.3(b), the Company will issue to PublicCo that number of additional Class B Common Units equal to the number of shares of common stock issued by PublicCo.
(e) Upon PublicCo's contribution of cash and/or assets to the Company pursuant to Sections 3.1.3(c), the Company will issue to PublicCo Units that mirror to the extent practicable the terms and conditions of the capital stock issued by PublicCo, as reasonably determined by the Manager.
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. 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, [__________] 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, [________] of which are outstanding on the date hereof, (ii) Class B-2 Common Units, [_________] of which are outstanding on the date hereof, and (iii) Class B-3 Common Units, [__________] 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. (a) As of the Effective Date, the aggregate number of Class B Common Units issued to PublicCo is Two Hundred Thirty-Three Million Seven Hundred Fifty-Two Thousand Two Hundred Eighty-One (233,752,281).
(b) Upon PublicCo's contribution of cash and/or assets to the Company pursuant to Section 3.1.3(e), the Company will issue to PublicCo that number of additional Class B Common Units equal to the number of shares of common stock issued by PublicCo in such transaction.
(c) Upon PublicCo's contribution of cash and/or assets to the Company pursuant to Section 3.1.3(f), the Company will issue to PublicCo Units that mirror to the extent practicable the terms and conditions of the capital stock issued by PublicCo, as reasonably determined by the Manager.
(d) The Company may and is authorized to issue Class B Common Units to certain Persons pursuant to the terms of the Company's employee option/compensatory plans and agreements (as adopted or entered into from time to time).
Class B Common Units. Each Class B Common Unit outstanding as of the Effective Time shall be converted into the right to receive, subject to the terms of this Agreement, an amount in cash equal to the portion of the Merger Consideration allocated in respect thereof in accordance with Section 2.03(a) below and payable as provided in Section 2.06 below.
Class B Common Units. Class B Common Units shall have all the rights, -------------------- preferences, privileges and restrictions generally granted to or imposed upon limited liability company membership interests under the DLLCA, in addition to those rights, preferences, privileges and restrictions granted to or imposed upon such interests by this Agreement. Other than as specifically set forth in this Agreement, the Class B Common Units shall be identical to the Class A Common Units.
