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:
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:
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 3.6.6. In accordance with such formula, after the Class D Common Measuring Date, the Company may issue additional Class D Common Units to FHGLP and its transferees, or FHGLP and its transferees may surrender to the Company a certain number of Class D Common Units issued on the Class D Common Measuring Date. The Manager shall make such adjustments as it deems necessary or appropriate so that FHGLP and its transferees are treated as having received the appropriate number of Class D Common Units on the Class D Common Measuring Date.
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.
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:
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. 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. 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).
