Class B Preferred Units Sample Clauses
Class B Preferred Units. The LLC is hereby authorized to issue Class B Preferred Units constituting up to 4,356,302 total Class B Preferred Units. As of the Effective Date, 2,500,000 Class B Preferred Units are issued and outstanding to the Members in the amounts set forth on the Information Exhibit opposite each Class B Preferred Investor’s name. Each Class B Preferred Investor shall be entitled to all voting rights of the Voting Members and shall have one vote per each Class B Preferred Unit upon each matter submitted to a vote of the Members. As of the Effective Date, therefore, 1,856,302 Class B Preferred Units are reserved for exercise under the P&G Warrants (defined below).
Class B Preferred Units. (i) On the Original Effective Date pursuant to the GPM Contribution Agreement, (i) GPM contributed to the Partnership, as a Capital Contribution, the Initial LP Interest in exchange for 9,943,695 Class B Preferred Units and (ii) WOCSE contributed to the Partnership, as a Capital Contribution, the Contributed Assets in exchange for 2,141,305 Class B Preferred Units.
(ii) On November 15, 2016 pursuant to the Admiral Contribution Agreement, Admiral contributed to the Partnership, as a Capital Contribution, the Admiral Contributed Assets in exchange for 2,047,500 Class B Preferred Units.
(iii) On April 4, 2017 pursuant to the MEOC Contribution Agreement, MEOC contributed to the Partnership, as a Capital Contribution, the MEOC Contributed Assets in exchange for 1,575,000 Class B Preferred Units.
(iv) On April 17, 2018 pursuant to the E-Z Mart Contribution Agreement, GPM contributed to the Partnership, as a Capital Contribution, the E-Z Contributed Assets in exchange for 3,712,500 Class B Preferred Units.
Class B Preferred Units. The General Partner has designated and created a series of Partnership Securities designated as “Convertible Class B Preferred Units” and consisting of a total of 3,841,721 of such Preferred Units and fixed the designations, preferences and relative, participating, optional and other special rights of the Preferred Units and qualifications, limitations and restrictions thereof as set forth in the Preferred Class B Certificate of Designation. The Preferred Class B Certificate of Designation evidencing Preferred Units is attached as Exhibit 5.11(b).
6. Section 6.1(d)(iii)(A) of the Limited Partnership Agreement is hereby amended and restated as follows:
(I) If the amount of cash or the Net Agreed Value of any property distributed (except cash or property distributed pursuant to Section 12.4) to any Unitholder with respect to its Common Units or Class A Units, as the case may be for a taxable year is greater (on a per Common Unit basis or per Class A Unit basis, as the case may be) than the amount of cash or the Net Agreed Value of property distributed to the other Unitholders with respect to their Common Units or Class A Units, as the case may be (on a per Common Unit basis or a per Class A Unit basis, as the case may be), then each Unitholder receiving such greater cash or property distribution shall be allocated gross income in an amount equal to the product of (1) the amount by which the distribution (on a per Common Unit basis or per Class A Unit basis, as the case may be) to such Unitholder exceeds the distribution (on a per Common Unit basis or per Class A Unit basis, as the case may be) to the Unitholders receiving the smallest distribution and (2) the number of Common Units or Class A Units, as the case may be, owned by the Unitholder receiving the greater distribution.
(II) For each taxable period, each holder of a Preferred Unit will be allocated gross income and gain equal to the total amount of cash or Net Agreed Value of property distributed to such holder with respect to such Preferred Unit.
7. Section 6.1(d) of the Limited Partnership Agreement is hereby amended to add a new Section 6.1(d)(xiii) as follows:
Class B Preferred Units. As of the Effective Date, the Company shall issue to PublicCo 505,664 Class B Preferred Units. Without limiting the generality of Sections 3.1.3(h), 3.6.4(c), and 5.1.7, in the case of the Class B Preferred Units, the following provisions shall apply, notwithstanding anything to the contrary contained in Section 3.3
Class B Preferred Units. On the Original Effective Date pursuant to the GPM Contribution Agreement, (i) GPM contributed to the Partnership, as a Capital Contribution, the Initial LP Interest in exchange for 9,943,695 Class B Preferred Units and (ii) WOCSE contributed to the Partnership, as a Capital Contribution, the Contributed Assets in exchange for 2,141,305 Class B Preferred Units.
Class B Preferred Units. Under the authority granted to it ----------------------- pursuant to Section 4.2.A hereof, the General Partner hereby establishes an additional Class of Units entitled "Class B Preferred Units" (the "Class B Preferred Units"). Class B Preferred Units shall have the designations, preferences, rights, powers, restrictions and limitations set forth in Exhibit I hereto.
(c) Section 6.1.B of the Partnership Agreement is hereby amended by deleting Section 6.1.B of the Partnership Agreement and adding the following after Section 6.1.A:
Class B Preferred Units