Class B Interests. Except as otherwise provided in the Certificate of Formation or this Agreement, Class B Interests shall have no voting or consent rights for any matter in which action is or may be taken by the Members of the Company.
Class B Interests. On, or as soon as reasonably practicable after the Effective Date, CPN Management, LP, a Delaware limited partnership (the “Partnership”), shall grant to Executive an award of Class B Interests (as defined in the Amended and Restated Limited Partnership Agreement of CPN Management, LP, dated and effective as of March 8, 2018 (as it may be amended, modified or supplemented from time to time, the “LP Agreement”)), which shall, except as provided in Section 8(e)(iv) herein, be governed by the terms and conditions of an award agreement substantially in the form attached hereto as Exhibit A (the “Award Agreement”).
Class B Interests. (i) Each of Blue Bird and the Investor hereby agree to purchase from the Company and make Capital Contributions to the Company for, and in exchange the Company shall sell and issue to Blue Bird or the Investor (as applicable), Class B Interests up to their respective Class B Commitment Amount, subject to the terms and conditions of this Agreement (“Class B Commitment”).
(ii) The Class B Commitment Amounts shall be available for drawdown by the Company pursuant to capital calls issued by the Board in accordance with Section 4.2 at any time from and including the Additional Contributions Effective Date until and including the fifth (5th) anniversary of the Effective Date. In consideration of Capital Contributions of the Class B Members in respect of their Class B Commitment Amount, the Company shall issue Class B Interests to each Class B Member. Following issuance of any Class B Interests, the Board shall cause Exhibit 1 hereto to be updated to provide a list of the Class B Pro Rata Shares and corresponding Class B Members.
(iii) Following the issuance of any Class B Interests, dividends shall accrue on each Class B Interest at the Distribution Rate, and shall be paid quarterly, as of each Quarterly Payment Date, in cash or in kind through a PIK Event, as provided herein, to the holder of such Class B Interest.
Class B Interests. 25% of the Class B Interests shall vest and automatically convert to Vested Interests hereunder and under the Partnership Agreement on each of the first, second, third and fourth anniversaries of the Initial Closing Date (each date, a “Time Vesting Date”). Notwithstanding the foregoing in the event that:
(i) a Change of Control occurs at a time when Executive is employed by the Company, Executive shall thereupon be deemed to have vested 100% into ownership of all Class B Interests immediately prior to such Change of Control (and such Class B Interests shall automatically convert to Vested Interests hereunder and under the Partnership Agreement);
(ii) Executive’s employment is terminated for any reason, except as set forth, and to the extent provided, in Section 3.1(a)(iii)), Executive shall have no right to further vesting of the Class B Interests that are Unvested Interests (and such Class B Interests shall be Unvested Interests notwithstanding the provisions of this Section 3.1(a)); and
(iii) Executive’s employment with the Company is terminated (x) by the Company without Cause, (y) as a result of death or Disability or (z) by Executive as a result of a Constructive Termination, Executive shall thereupon be deemed to have vested in the Class B Interests that would have vested on the next Time Vesting Date (and such Class B Interests shall automatically convert to Vested Interests hereunder and under the Partnership Agreement).
Class B Interests. As soon as practicable after the Closing Date, and subject to approval by the Board, the Executive shall be eligible to receive a grant of Class B Interests of TJH (the “Class B Interest Grant”), which shall vest, subject to the Executive’s continued employment, as follows: twenty percent (20%) of the Class B Interest Grant shall vest on the first anniversary of the date of grant; twenty percent (20%) of the Class B Interest Grant shall vest on the second anniversary of the date of grant; twenty percent (20%) of the Class B Interest Grant shall vest on the third anniversary of the date of grant; twenty percent (20%) of the Class B Interest Grant shall vest on the fourth anniversary of the date of grant; and the remaining twenty percent (20%) of the Class B Interest Grant shall vest upon TJH completing a Qualifying IPO (as defined in the LLC Agreement) or a sale of all or substantially all of the assets of TJH, and if such Qualifying IPO or sale results in each Class A Member recouping one hundred percent (100%) of its Capital Contributions in respect of the Class A Interests (as such terms are defined in the LLC Agreement). The terms and conditions of the Class B Interest Grant shall be documented in the corresponding award agreement between TJH and the Executive, which award agreement shall include the material terms set forth hereto as Exhibit 1, and subject to the LLC Agreement.
Class B Interests. Class B Interests have only the rights, privileges, preferences, and obligations specifically provided for in this Agreement. Without limiting the foregoing, the Class B Interests shall have no voting rights other than those voting rights specifically required under the TLLCL. Except as specifically provided in this Agreement, the holder of the Class B Interests shall be entitled to share in distributions of Distributable Cash based on the percentage of total Membership Interests issued and outstanding at such time held the holder of the Class B Interests (the “Class B Member”) as of the relevant date, which percentage is set forth on Exhibit A as it may be amended or adjusted from time to time, except that the Class B Member may be entitled to more than its share of such distribution of Distributable Cash in the event the Class B Member accepts a Declined Distribution in accordance with Section 7.2. The Class B Interests will be issued by the Company and held by the Class B Member subject to the repurchase rights and other terms and conditions of this Agreement and any other written agreement entered into between the Class B Member and the Company.
Class B Interests. “Class B Interests” shall mean the interest in the Partnership held by each Class B Limited Partner with respect to the Class B Related Assets.
Class B Interests. (a) The Partnership may issue Class B Interests on the terms set forth in this Section 3.1.3 and in accordance with the Class B Interest Plan. Class B Limited Partners shall be Limited Partners of the Partnership with the rights, privileges and the obligations as provided for herein. No Capital Contributions shall be required to be made by a Class B Limited Partner on the date of grant on account of the issuance of Class B Interests to such Class B Limited Partner. Class B Interests shall vest as set forth in the Class B Interest Plan or in the relevant Class B Interest Agreement.
(b) The Partnership, each Class B Limited Partner and the General Partner hereby acknowledge and agree that the Class B Interests held by each such Class B Limited Partner and the rights and privileges associated with such Class B Interests, collectively, are intended to constitute a “profits interest” in the Partnership within the meaning of Rev. Proc. 93-27, 1993-2 C.B. 343 and Rev. Proc. 2001-43, 2001-2 C.B. 191.
(c) Every Class B Limited Partner receiving Class B Interests will timely make an election under section 83(b) of the Code with respect to any Class B Interests received by such Person upon their issuance, in a manner reasonably prescribed by the Partnership; provided that the fair market value of such Class B Interests for purposes of such election shall be reported as zero.
(d) For the avoidance of doubt, neither the Partnership nor the General Partner is providing any covenant or guarantee that the characterization of the Class B Interests as a “profits interest” as described in this Section 3.1.3 shall be accepted by any government authority or a court of law.
(e) Each Partner authorizes the General Partner to elect to apply the safe harbor (the “Safe Harbor”) set forth in proposed Treasury Regulation Section 1.83-3(l) and proposed IRS Revenue Procedure published in Notice 2005-43 (together, the “Proposed Treasury Regulation”) (under which the fair market value of a partnership interest that is transferred in connection with the performance of services is treated as being equal to the liquidation value of the interest) if such Proposed Treasury Regulation or a similar Regulation is promulgated as a final or temporary Regulation. If the General Partner determines that the Partnership should make such election, the General Partner is hereby authorized to amend this Agreement without the consent of any other Partner or other Person to provide that (i) the Partnership...
Class B Interests. As soon as reasonably practicable following the execution of this Agreement, (i) NextMedia Investors LLC, a Delaware limited liability company ("Investors LLC"), shall issue to Executive an ------------- aggregate of 1.3691 Class B membership interests in Investors LLC and (ii) Executive shall become a party to the Second Amended and Restated Limited Liability Company Agreement of Investors LLC dated as of June , 2001, and -- (B) acknowledge that Executive is not entitled to receive any additional Class B membership interests that may be reallocated among the existing Class B members or issued by Investors LLC. Executive acknowledges and agrees that Executive shall not be entitled to receive any additional Class B membership interests that may be issued by Investors to the Class B Members existing as of the date hereof.
Class B Interests. Concurrent with the execution of this Agreement, (i) the Sponsor and CBRE shall cause Holdings, which is the sole owner of the Class B Interests, to enter into the OP Agreement Amendment in the form attached hereto as Exhibit D, and (ii) the Company shall enter into the OP Agreement Amendment. At the time the Company performs its initial net asset valuation, and annually thereafter, for so long as Holdings owns any Class B Interests, the Company agrees to provide to Holdings the annual net asset valuation and the underlying property level Argus reports. Before June 30, 2012, the Company will provide such information as CBRE shall reasonably request so that CBRE may update the Argus reports currently in its possession. After the provision of the annual net asset valuation referenced above, the Company will provide such information as CBRE shall reasonably request (not more often than quarterly) so that CBRE may update its Argus reports. CBRE shall be entitled to retain the current Argus reports and the updated reports for so long as Holdings owns any Class B Interests. The Company’s obligation to provide such information and CBRE’s right to retain such reports is subject to Holdings and CBRE entering into a Confidentially and Standstill Agreement in a form acceptable to the Company.
