Class C Interests Sample Clauses
Class C Interests. Class C Interests shall vest and automatically convert to Vested Interests hereunder and under the Partnership Agreement upon the occurrence of a Liquidity Event in which (x) in the case of a Sale Liquidity Event, Blackstone shall have received, in respect of its Class A-1 Interests held on the date of this Agreement (excluding any Class A-1 Interests Disposed of in connection with a Syndication Transaction), cash or other marketable securities (whether through distributions under the Partnership Agreement in respect of such Class A-1 Interests or Dispositions of such Class A-1 Interests) with a fair market value equal to 200% of the amount invested by Blackstone in the Partnership in respect of such Class A-1 Interests (excluding any Class A-1 Interests Disposed of in connection with a Syndication Transaction) or (y) in the case of a Distribution Liquidity Event, the Class A-1 Interests distributed have a fair market value equal to 200% of the amount invested by Blackstone in the Partnership in respect of such Class A-1 Interests (excluding any Class A-1 Interests Disposed of in connection with a Syndication Transaction). Notwithstanding the foregoing in the event that:
(i) Executive’s employment with the Company is terminated for any reason, except as set forth, and to the extent provided, in Section 3.1(b)(ii)), Executive shall have no right to further vesting of the Class C Interests that are Unvested Interests (and such Class C Interests shall be Unvested Interests notwithstanding the provisions of this Section 3.1(b)); and
(ii) 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, a percentage of Executive’s Class C Interests that are then Unvested Interests shall thereupon be deemed vested in an amount equal to the percentage of Executive’s original Class B Interests that became Vested Interests pursuant to Section 3.1(a) at the time of such termination (but giving effect to Section 3.1(a)(iii)) (any Class C Interests that become Vested Interests as a result of this Section 3.1(b)(ii) shall be referred to as “Accelerated Class C Interests”).
Class C Interests. Class C Interests shall be issued to a Member in consideration of such Member’s Capital Contributions of cash (including Start-Up Costs) pursuant to Sections 3.3 and 3.4 hereof. Each Class C Interest shall be non-voting, shall accrue dividends per annum in accordance with the formula set forth in Schedule 3.1 (d) per annum (the “Class C Dividend”), and shall entitle its holder to cash distributions pursuant to Article 5 hereof. Such Class C Dividend shall be paid in equal monthly installments as set forth in Section 5.1 (iii). A holder of Class C Interests shall be reported on the Company’s tax returns as a partner for federal and, if applicable, state income tax purposes.
Class C Interests