Classes of Units. From and after the date hereof, the Partnership shall have three classes of Units entitled “Class A Units,” “Class B Units,” and “Series A Junior Participating Preferred Units,” and such additional classes of Units as may be created pursuant to Section 4.2.A. The Partnership shall issue to the General Partner Series A Junior Participating Preferred Units concurrently with any issuance by the General Partner from time to time of a like number of shares of its Series A Junior Participating Preferred Stock pursuant to the Rights Agreement. The Series A Junior Participating Preferred Units shall have the designations, preferences, rights, restrictions and limitations set forth in Exhibit F hereto. The Partnership may issue Class A Units, Class B Units or Units of a newly created class of Partnership Interests, at the election of the General Partner, in its sole and absolute discretion, in exchange for the contribution of cash, real estate, partnership interests, stock, notes or other assets or consideration; provided that all Units outstanding on the date hereof and issued in connection with the Partnership Rollup or pursuant to the Initial Election shall be Class A Units; and, provided further that any Unit that is not specifically designated by the General Partner as being of a particular class shall be deemed to be a Class A Unit. Each Class B Unit shall be converted automatically into a Class A Unit on the day immediately following the Partnership Record Date for the Distribution Period (as defined in Section 5.1.C) in which such Class B Unit was issued, without the requirement for any action by either the Partnership or the Partner holding the Class B Unit. Except as otherwise expressly provided in this Agreement, holders of Class A Units and Class B Units shall be entitled to vote the Partnership Interests represented by such Units on all matters as to which the vote or consent of the Partners is required.
Classes of Units. Each Member shall hold an Interest. Each Member’s Interest shall be denominated in Units, and the relative rights, privileges, preferences and obligations with respect to each Member’s Interest shall be determined under this Agreement and the Act to the extent herein provided based upon the number and the class of Units held by such Member with respect to its Interest. The total number of Units which the LLC initially shall have authority to issue is One Million One Hundred Forty-Three Thousand One Hundred and Thirty-Seven (1,143,137), divided into two (2) classes: Five Hundred Eighty-Three Thousand (583,000) Class A Units and Five Hundred Sixty Thousand One Hundred and Thirty-Seven (560,137) Class B Units. The Class A Units and Class B Units shall be identical and of equal rank, except with respect to voting rights as provided below. The number and class of Units held by each Member on the Effective Date is set forth opposite each Member’s name on the Information Exhibit. On the date hereof, the total number of Units set forth on the Information Exhibit (comprising all the Class A Units and Class B Units) are issued and outstanding. A description of the classes of Units are as follows:
(a) Class A Units (Voting). “Class A Units” shall consist of those Units designated as Class A Units held by the Members listed on the Information Exhibit as holding Class A Units. Class A Units shall have all the rights, privileges, preferences and obligations as are specifically provided for in this Agreement for Class A Units, and as may otherwise be generally applicable to all classes of Units, unless such application is specifically limited to one or more other classes of Units. On the Effective Date, Class A Units are issued and are outstanding as set forth on Exhibit A.
Classes of Units. As of the date of this Agreement, the Company has three classes of Units: Common Units, Class A Units, and Class B Units.
Classes of Units. Upon the completion of the classification of Units described in Section 8.1, the Company shall have three classes of Units, designated as Class A Units, Class B Units and Class C Units, with each class of Units having the rights and privileges, and being subject to the limitations, as described in this Agreement, including the following:
(a) Class A Units. In addition to any other rights, privileges and limitations described in this Agreement, Class A Members shall have the following rights and privileges, and be subject to the following limitations:
Classes of Units. 3.3.1 Upon effectiveness of this Agreement, the Interests of Limited Partners are represented by units of Partnership Interest (“Units”), which are divided into:
(a) Class A Units (the “Class A Units”), which are issuable to SSG and such other Persons as the General Partner shall determine;
(b) Class B Units (the “Class B Units”), which shall be issued only (x) in accordance with Section 3.3.4, and (y) with respect to and upon full vesting of Class B2 Units;
(c) Class B2 Units (the “Class B2 Units”), none of which shall be issued after the date hereof; and
(d) Class C Units (the “Class C Units”), which have been issued as consideration to certain of the Sellers (as defined in the Transaction Agreement) pursuant to the Transaction Agreement and shall be issued only in accordance with Section 3.3.4.
3.3.2 The General Partner is authorized to establish and designate additional classes and sub-classes of Units, including preferred Units that rank senior to any then-existing Units and any other new class of Units whose rights, obligations, terms and conditions are set forth on a Class Designation. The General Partner may establish and determine the designations, priorities, powers, preferences, limitations and relative rights of any additional class or classes of Partnership Interests.
3.3.3 The Partnership may issue additional Units in exchange for cash or other consideration, including additional classes of Units, to such Persons, at such times, and having such terms as the General Partner may determine in accordance with this Agreement.
Classes of Units. As of the date of this Agreement, the Company has five classes of Units: Common Units, Class A Units, Class B Units, Class C Units, and Class D Units.
Classes of Units. The Board of Directors may, without approval of the Members, establish and designate classes of Units or divide Units into two or more classes, Units of each class having such preferences and special or relative rights and privileges (including conversion rights, if any) as the Directors may determine in their sole discretion. The establishment and designation of any class of Units shall be effective upon the execution by the Secretary or an Assistant Secretary or any officer of the Company, pursuant to authorization by a majority of the Directors, of an instrument setting forth such establishment and designation and the relative rights and preferences of such class. The Directors may amend the By-Laws providing for class votes and meetings and related matters. The Units shall have the following relative rights and preferences: on each matter submitted to a vote of the Members, each Member shall be entitled to a vote proportionate to its Units as recorded on the books of the Company and all Units shall be voted by class except as to voting for Directors and as otherwise required by the Investment Company Act, in which case all Members shall vote together as a single class. As to any matter that does not affect the interest of a particular class, only the Units of the one or more affected classes shall be entitled to vote.
Classes of Units. The General Partner is hereby authorized to cause the Partnership to issue Units designated as Class D Units, Class S Units and Class I Units and any other additional classes of Units with such terms, rights and obligations as determined in the sole discretion of the General Partner.
Classes of Units. Some Factors to Be Considered by Limited Partners........................................................... 1 Reasons for and Effects of the Offer........................................................................ 3
Classes of Units. All interests of the Members in distributions and other amounts specified in this Agreement, as well as the rights of the Members to vote on, consent to, or approve any matter related to the Company, shall be denominated in units of membership interests in the Company (each a “Unit” and collectively, the “Units”); and the relative rights, privileges, preferences and obligations of the Members with respect to Units shall be determined under this Agreement and the Act to the extent provided herein and therein. The number and the class of Units held by each Member shall be set forth opposite each Member’s name on the Schedule of Members. The classes of Units as of the Effective Date are as follows: Common Units (the “Common Units”); and Series A Convertible Preferred Units (the “Series A Preferred Units”). The Series A Preferred Units shall be convertible into Common Units in accordance with the provisions of Section 2.1(c). The Company shall at all times keep available a sufficient number of Common Units for issuance upon conversion of the Series A Preferred Units. The Company shall be authorized to issue not more than 100,000,000 Common Units and not more than 24,329,545 Series A Preferred Units.
