Class C Units. As of any date, a number of the Class A Units held by the Managing Member shall be reclassified as Class C Units. The number of such Class A Units reclassified as Class C Units as of any date shall equal the number of Class B Units outstanding (whether vested or unvested) as of such date. Class C Units shall not have any rights to distributions under this Agreement.
Class C Units. (a) It is intended that the Company shall maintain at all times a one-to-one correspondence between Class C Units and Class A Units for conversion, distribution and other purposes, including without limitation complying with procedures similar to the procedures applicable to LTIP Units in Section 14.01(a)(i).
Class C Units. Class C Units are sold at net asset value, without an initial sales charge. As of November 6, 2017, Class C Units held in the Bright Start Advisor-Sold Program were re-designated as Class C Units in the Program. Class C Units sold by Account Owners on or after November 6, 2017 are not subject to a contingent deferred sales charge. Class C Units are subject to an ongoing annual account servicing fee of 0.50% of the value of Class C Units held in an Account. This fee is accrued daily and reflected in the NAV of each Portfolio. Beginning in the 13th month after a Contribution is made, the annual account servicing fee will become payable to the financial adviser of the Account Owner.
Class C Units. Each Class C Unit shall be entitled to one (1) vote on matters with respect to which the Members holding Class C Units are entitled to vote. In addition, the Class C Members shall be entitled to certain additional rights as expressly set forth in this Agreement.
Class C Units. The term “Class C Units” means the Units having the privileges, preferences, and rights specified with respect to “Class C Units” in this Agreement, including those described in Section 7.1(c)(4).
Class C Units. In addition to any other rights, privileges and limitations described in this Agreement, a Record Holder of Class C Units will have the following rights and privileges, and be subject to the following limitations, with respect to Class C Units owned by such Class C Member:
Class C Units. Each “Class C Unit” shall represent an Interest in the Partnership, shall be designated as a Class C Unit of the Partnership and shall be entitled to the Distributions provided for in Article V.
Class C Units. The Schedule of Members sets forth the identity of all Class C Members and the number of Class C Units held by each Class C Member. The Class C Units shall rank pari passu with, and have all the same rights (including the rights to share in Net Income and Net Loss or items thereof and distributions made in accordance with ARTICLE IV) and be subject to all of the same obligations, as the Class A, Class B and Class D Units.
Class C Units. From and after the expiration of the Lock-Up Period until the Expiration Date (as set forth in the FTAC Warrant Agreement), each Member holding Class C Units shall have the right, upon delivery of a Class C Exchange Notice, to cause the Company to redeem all or a portion of its Class C Units (but for the avoidance of doubt, no fraction of a Class C Unit) in exchange for, at the option of the Managing Member, the Class C Cash Amount or the Class C Exchanged Shares (such holder, the “Class C Exchanging Member”, and such right to such exchange, the “Class C Exchange Right”) in accordance with the same exchange procedures set forth in Section 8.04(b)(i) through Section 8.04(b)(v) with respect to the Class A Exchange Right mutatis mutandis. Other than as set forth in this Section 7.01(e), all of the existing rights and obligations set forth in the FTAC Warrant Agreement, including those set forth in Section 6 thereof, shall apply to the Company, the Managing Member, and each holder of Class C Units mutatis mutandis, including with respect to the redemption rights (which shall apply to the Class C Units mutatis mutandis); provided, that in no event shall the Company or the Managing Member be entitled to redeem the Class C Units under Section 6.2 of the FTAC Warrant Agreement at a time when the holders of Class C Units are not entitled to exercise their Class C Exchange Right hereunder.
Class C Units. (a) Eclipse Resources from time to time prior to the Effective Date issued to certain key employees of the Eclipse Resources, Class C Units entitling such persons to distributions of profits of the Eclipse Resources in accordance with the terms of the Eclipse Resources Partnership Agreement.
(b) In connection with a grant of Class C Units to key employees, Eclipse Resources and the key employees executed their respective Class C Unit Grant Agreements.
(c) As more particularly described in Article III, pursuant to an Internal Restructure of Eclipse Resources, the holders of Class C Units contributed their Class C Units to the Partnership in exchange for their Interests in the Partnership. Each holder of an Interest issued in exchange for a Class C Unit subject to a Class C Unit Grant Agreement acknowledges that the Class C Units held by the Partnership remain subject to the terms of the Class C Unit Grant Agreement and that any forfeiture by the Partnership of all or any portion of the Class C Units contributed by a Partner will adjust the Partner’s Sharing Ratios. The Interests owned by the Limited Partners shall be considered a non-voting security and shall not entitle the holders thereof to have any voting rights with respect to any Partnership matter (except as expressly set forth herein). Partners holding Interests shall be subject in all respects to this Agreement, including provisions relating to the Disposition of such Partnership Interests, information rights with respect to the Partnership, and competition and confidentiality.
(d) The Class C Units were issued in consideration of services rendered and to be rendered by the holders for the benefit of Eclipse Resources. Class C Units at the time of their grant were intended to constitute “profits interests” as that term is used in Revenue Procedures 93-27 and 2001-43. Each Limited Partner who holds Interests agrees to continue to provide to the Partnership and Eclipse Resources such advice, consultation, and other services as the Partnership may reasonably request.
(e) Nothing in the Agreement shall prohibit a holder of an Interest received in connection with the contribution of Class C Units from filing an election under Section 83(b) of the Code with respect to the Interests and the Partner and the Partnership each agree not to take any actions inconsistent with any such election. Each holder of an Interest agrees and acknowledges that such holder shall consult with such holder’s tax adviser to de...
