Class B Common Units Call Right Sample Clauses

Class B Common Units Call Right. At any time following the date hereof, Amneal shall have the right, but not the obligation (the “Call Right”), to require the Class B Members to sell, and the Class B Members shall sell, some or all of the aggregate Class B Common Units (the “Called Class B Common Units”) held by such Class B Members, for a purchase price calculated based on the enterprise value of the Company equal to five and a half times (5.5x) the aggregate EBITDA of the Company and its subsidiaries for the prior four (4) fiscal quarters, less the amount of net indebtedness of the Company and its subsidiaries (the “Call Price”); provided that the Class B Members shall have the one time right to defer the exercise of the Call Right and corresponding purchase of the Called Class B Common Units until the subsequent calendar year following the year in which the Call Right was exercised. Any such purchase of Called Class B Common Units shall be pro rata with respect to all Class B Members. Amneal will be entitled to receive customary representations and warranties from the Class B Members regarding such purchase, including with respect to the due authorization, execution and delivery of any agreement entered into in connection with such purchase, its authority to enter into such agreement and consummate the transactions contemplated thereby without the consent or approval of any other Person, title to the Called Class B Common Units and the absence of any liens or other limitation or restriction on such Called Class B Common Units or the Transfer thereof. At the closing of the purchase of the Called Class B Common Units, the Class B Members shall deliver the certificates, if any, evidencing the number of Called Class B Common Units to be purchased by Amneal, accompanied by interest powers duly endorsed in blank or duly executed instruments of transfer, and any other documents that are reasonably necessary or requested by Amneal in order to transfer to Amneal good title to the Called Class B Common Units to be transferred, free and clear of all pledges, security interests, liens, charges, encumbrances, equities, claims and options of whatever nature other than those imposed under this Agreement. Amneal shall give to the Class B Members and the Company written notice of its intention to exercise the Call Right, which notice shall include the number of Class B Common Units with respect to which the Call Right is being exercised, the Call Price and documentation with respect to the determinatio...
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Related to Class B Common Units Call Right

  • Class B Common Stock 2 Closing........................................................................5

  • Class A Common Stock Subject to applicable law and the rights, if any, of the holders of any outstanding series of Preferred Stock having a preference over or the right to participate with the Class A Common Stock with respect to the payment of dividends and other distributions in cash, stock of any corporation or property of the Corporation, the holders of Class A Common Stock shall be entitled to receive ratably, taken together as a single class, in proportion to the number of shares held by each such stockholder such dividends and other distributions as may from time to time be declared by the Board in its discretion out of the assets of the Corporation that are by law available therefor at such times and in such amounts as the Board in its discretion shall determine.

  • Class A Units If a Warrantholder exercises Warrants in connection with a tender offer for settlement prior to the First Regular Call Date, each Class A Unit called in connection with such exercise shall receive, in addition to principal and accrued interest, $1.50 per Class A Unit from the proceeds of the Warrant exercise. Class B Payments: If a Warrantholder exercises Warrants, then the Class B Units designated to be called in connection with such exercise shall receive the corresponding portion of the Class B Present Value Amount, adjusted for accrued Class B Payments on the Class B Units otherwise paid. If the Underlying Security Issuer redeems Underlying Securities and the previous paragraph does not apply, then the Class B Units designated for a redemption in connection with such redemption of Underlying Securities shall receive the amount with respect to the Class B Present Value Amount allocated for distribution in accordance with the applicable provisions of the Distribution Priorities below, paid as of the date of such redemption as an additional distribution.

  • Class B Units The term “Class B Units” means the Units having the privileges, preferences, and rights specified with respect to “Class B Units” in this Agreement, including those described in Section 7.1(c)(3).

  • Class B Shares As of December 1, 2009, Class B shares of the Virtus Mutual Funds are no longer available for purchase by new or existing shareholders, except for the reinvestment of dividends or capital gains distributions into existing Class B share accounts, and for exchanges from existing Class B share accounts to other Virtus Mutual Funds with Class B shares.

  • Common Units The capital structure of the Company shall consist of one class of common interests (the "Common Units"). The Company shall have authority to issue one thousand (1,000) Common Units. Each Common Unit shall have one vote and shall otherwise be identical with each other Common Unit in every respect.

  • Series A Preferred Units (a) The authorized number of Series A Preferred Units shall be unlimited. Series A Preferred Units that are purchased or otherwise acquired by the Partnership shall be cancelled.

  • Membership Units The Company is initially organized with One (1) class of Membership Interests, designated in Units, which Units are initially the only class of equity in the Company. The Units shall have no par value and shall be of a single class with identical rights. The Company shall have a first lien on the Units of any Member for any debt or liability owed by such Member to the Company. Additional and different classes of Membership Interests represented by different Units may be created and issued to new or existing Members on such terms and conditions as the Governors may determine. Such additional and different classes may have different rights, powers and preferences (including, without limitation, voting rights and distribution preferences), which may be superior to those of existing Members. Members shall have no preemptive rights to acquire additional or newly created Units.

  • Preferred Units Without the consent of any Common Unitholder and notwithstanding anything herein to the contrary, the Board may cause the Company to issue one or more series of Preferred Units, which Preferred Units would have rights senior to those of the Common Units, and such other characteristics as the Board may determine, but, for so long as the Company operates as a closed-end management investment company, in a manner that complies with the legal requirements applicable to a closed-end management investment company. Prior to the issuance of a series of Preferred Units, the Board shall set the terms, preferences, conversion or other rights, voting powers, restrictions, limitations as to distributions, qualifications and terms or conditions of redemption.

  • Partnership Units Each Partner shall own Partnership Units in the amounts set forth for such Partner in Exhibit A and shall have a Percentage Interest in the Partnership as set forth in Exhibit A, which Percentage Interest shall be adjusted in Exhibit A from time to time by the General Partner to the extent necessary to reflect accurately redemptions, additional Capital Contributions, the issuance of additional Partnership Units or similar events having an effect on the number of Partnership Units held by, and the Percentage Interest of, any Partner. Each Partnership Unit shall entitle the holder thereof to one vote on all matters on which the Partners (or any portion of the Partners) are entitled to vote under this Agreement.

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