Class D Common Units. Interests in the Partnership shall include a class of Units designated as “Class D Common Units.” Class D Common Units may be conditionally issued in one or more series of such class. Class D Common Units of the first such series shall be designated as “Class D-1 Common Units,” with each subsequent series of Class D Common Units to be designated with a consecutive number or as otherwise recorded in the books of the Partnership and the applicable Partner Agreement. The respective Interests in the Class D Common Units conditionally held by each Individual Limited Partner and his Related Trusts, if any, holding such Class D Common Units (each, a “Class D Limited Partner”) shall be as recorded in the books of the Partnership as being owned by such Partners pursuant to this Section 3.1. Except as otherwise set forth in this Agreement or the applicable Partner Agreement, if any, of any Class D Limited Partner, each series of Class D Common Units shall have the same rights, powers and duties, and the rights, powers and duties applicable to Class D Common Units shall be as set forth below and elsewhere in this Agreement:
(i) With respect to amendments (A) pursuant to Section 10.2(a)(ii), (x) the Class D Common Units shall be treated as Class A Common Units and shall vote together as a single class with the Class A Common Units in respect of any amendment that adversely affects the rights of the Class D Common Units and the rights of the Class A Common Units similarly and (y) the Class D Common Units shall vote separately in respect of any amendment that only adversely affects the rights of the Class D Common Units or otherwise adversely affects the rights of Class D Common Units and the rights of Class A Common Units dissimilarly (other than in a de minimis manner), and (B) pursuant to Section 10.2(a)(iii), the Class D Common Units shall be treated as Class A Common Units and shall vote together as a single class with the Class A Common Units in respect of any amendment requiring approval thereunder.
(ii) No Class D Limited Partner shall be permitted to exchange any Class D Common Unit pursuant to the Exchange Agreement except to the extent that the General Partner determines that there has been sufficient Appreciation to result in such Class D Common Unit being economically equivalent to one Class A Common Unit consistent with the principles of Treasury Regulation section 1.704-1(b)(2)(iv)(f) and Section 6.1(c) (including with respect to the order of priority set...
Class D Common Units. Class D Common Units may be conditionally issued in one or more series of such class. Class D Common Units of the first such series were designated as “Class D-1 Common Units,” with each subsequent series of Class D Common Units to be designated with a consecutive number or as otherwise recorded in the books of the Partnership and the applicable Partner Agreement. Class D Common Units may be conditionally granted to or held by any Individual Limited Partner and his Related Trusts (each, a “Class D Limited Partner”). Except as otherwise set forth in this Agreement or the applicable Partner Agreement, if any, of any Class D Limited Partner, each series of Class D Common Units shall have the same rights, powers and duties, which shall be as set forth below and elsewhere in this Agreement:
(i) Exchanges; Conversion of Class D Common Units into Class A Common Units. No Class D Limited Partner shall be permitted to exchange any Class D Common Unit pursuant to the Exchange Agreement except (i) to the extent that the Class D Common Unit has converted into a Class A Common Unit and satisfies the Book-Up Target at the time of such exchange and (ii) subject to the other terms of this Agreement. Upon achieving the Book-Up Target in accordance with Sections 5.2(b)(iii) and 6.1(c) following the end of the Distribution Holiday or immediately prior to an Exchange Event in which such Class D Common Unit is to be exchanged, a Class D Common Unit will automatically convert into a Class A Common Unit; provided that such automatic conversion will only occur to the extent a corresponding number of Class D common units in each of the other Operating Group Entities are also to be simultaneously converted into Class A common units pursuant to their Organizational Documents.
Class D Common Units. On the Class D Common Measuring Date, the number of Class D Common Units issued to FHGLP will be the number of Class D Common Units determined in accordance with the formula contained in Schedule 3.6.
Class D Common Units. The Company hereby authorizes the issuance of an unlimited number of Class D Common Units, which it may issue in one or more Series, 5,090,909 of which are outstanding on the date hereof, as set forth on Schedule B.
Class D Common Units. Upon the consummation of the transactions contemplated hereby, the Class D Common Units issued to the Partners pursuant to this Agreement will have been issued and sold by Regency in accordance with all applicable federal and state securities laws (assuming the accuracy of the representations and warranties of the Partners in Sections 2.4 and 2.5), and will be duly authorized, validly issued, fully paid and, except as required to the contrary by the Delaware Revised Uniform Limited Partnership Act, nonassessable. Upon issuance at Closing, the Class D Common Units issued to the Partners will be free of any Liens other than those created by the Partners, arising under applicable securities laws, arising under the Partnership Agreement, or arising under this Agreement or the Escrow Agreement and will not be issued in violation of any preemptive rights.
Class D Common Units. (a) Each Partner agrees that the Class D Common Units issuable to it pursuant to the terms of this Agreement (and the Common Units issuable upon conversion thereof) shall not be offered for sale, sold, assigned, pledged, hypothecated, transferred, exchanged or otherwise disposed of (a “transfer”) unless the offer and sale is registered under the Securities Act of 1933, as amended (the “Securities Act”), and applicable state securities laws or an exemption from such registration is available and complied with, and that, if any such transfer or offer thereof is proposed to be effected pursuant to any such exemption, then the holder of the Class D Common Units (or the Common Units issuable upon conversion thereof) must, prior to such transfer, furnish to Regency and its transfer agent such certifications, legal opinions or other information as they may reasonably require to confirm that such transfer is being made pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act or any state or foreign securities law.
(b) The Partners acknowledge the following:
(i) The following legend may be placed on the certificates representing the Class D Common Units (and the Common Units issuable upon conversion thereof). THE UNITS (THE “UNITS”) EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT AS SET FORTH IN THE FOLLOWING SENTENCE. BY ITS ACCEPTANCE HEREOF, THE HOLDER AGREES THAT IT WILL NOT DISTRIBUTE, OFFER, RESELL, PLEDGE OR OTHERWISE TRANSFER (INDIVIDUALLY AND COLLECTIVELY, A “TRANSFER”) THE UNITS EVIDENCED HEREBY, EXCEPT (A) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR (B) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT SUCH AS THE EXEMPTION SET FORTH IN RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE). IF THE PROPOSED TRANSFER IS TO BE MADE OTHER THAN PURSUANT TO CLAUSE (A) ABOVE, THE HOLDER MUST, PRIOR TO SUCH TRANSFER, FURNISH TO THE ISSUER AND THE TRANSFER AGENT SUCH CERTIFICATIONS, LEGAL OPINIONS OR OTHER INFORMATION AS THEY MAY REASONABLY REQUIRE TO CONFIRM THAT SUCH TRANSFER IS BEING MADE PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OR ANY STATE OR FOREIGN SECURITIES LAWS. The legend set forth in the paragraph above shall be removed when the Class D Common Units (and th...
Class D Common Units. From the date hereof, Interests in the Partnership shall include classes of Units designated as “Class D Common Units” (“Class D Common Units”). Class D Common Units may be issued in one or more series of such class. Class D Common Units of the first such series shall be designated as “Class D-1 Common Units,” with each subsequent series of Class D Common Units to be designated with a consecutive number or as otherwise recorded in the books of the Partnership and the applicable Partner Agreement. The respective Interests in the Class D Common Units of each Individual Limited Partner and his Related Trusts, if any, holding such Class D Common Units (each, a
Class D Common Units. Upon the terms and subject to the conditions of this Agreement, at the Effective Time, by virtue of the Merger and without any action on the part of the holders thereof:
(i) each Class D Common Unit issued and outstanding at the Effective Time (other than Excluded Class D Common Units) shall be cancelled, extinguished and converted into the right to receive, subject to the terms of this Agreement, an amount in cash equal to the sum of (A) the Per-Class D Common Unit Closing Consideration and (B) the Per-Class D Common Unit Additional Consideration; and
(ii) each Class D Common Unit, if any, held immediately prior to the Effective Time by the Parent, the Merger Sub or the Company shall be canceled and no payment shall be made with respect thereto (the “Excluded Class D Common Units”).
Class D Common Units. No Class D Common Units were issued on the Effective Date. All of the authorized Class D Common Units shall be reserved for issuance to employees and consultants of the Network in accordance with the Network Equity Plan; provided that employees of Comcast, Radio One and the Financial Investor Members (and any Unit Affiliates of such Persons) shall not be entitled to participate in the Network Equity Plan. No Capital Contribution or Capital Commitment is required in exchange for such Units other than as required under the Network Equity Plan.
Class D Common Units. The Company hereby authorizes the issuance of an unlimited number of Class D Common Units, which it may issue in one or more Series, 18,095,000 of which are outstanding on the date hereof, as set forth on the Members and Option Holders Schedule (as in effect on the date hereof). The initial three Series of Class D Common Units are (i) Class D-1 Common Units, 6,031,672 of which are outstanding on the date hereof, (ii) Class D-2 Common Units, 6,031,666 of which are outstanding on the date hereof, and (iii) Class D-3 Common Units, 6,031,662 of which are outstanding on the date hereof, in each case, as set forth on the Members and Option Holders Schedule (as in effect on the date hereof).
