Classes of Units. The Company shall have the authority to issue a total of one hundred and fifty million (150,000,000) Units for all classes, designated as follows: (a) one hundred and twenty-five million (125,000,000) of Common Membership Interest Units ("COMMON UNITS"), and (b) twenty-five million (25,000,000) of Preferred Membership Interest Units ("PREFERRED UNITS"). The Company may create one or more series of Units within each class to track the historical income tax characteristics associated with the Units arising from the Properties contributed to the Company in connection with the Contribution Agreements, and in all other respects, each series of Units within a class shall have the same rights, preferences, and privileges.
(a) Each Unit shall have the rights and be governed by the provisions set forth in this Agreement and none of such Units shall have any preemptive rights, or give the holders thereof any rights to convert into any other securities of the Company, or give the holders thereof any cumulative voting rights except as specifically set forth in Section 6.2(f). Each Member shall be entitled to one (1) vote for each Unit held by such Member, and except as provided in Section 3.2(c), Section 5.2(b)(4), Section 6.2(b) and Section 12.4, Common Units and Preferred Units shall Consent together as one class and not as two classes in all matters.
(b) The Board of Managers, without any Consent of any Member being required, may effect a split or reverse split of Units of any class, by adopting a resolution therefor. If the Board of Managers determines that it is necessary or desirable to make any filings under the Act or otherwise in order to reference the existence of such a split or reverse split, the Board of Managers may cause such filings to be made, which filings might take the form of amendments to the Certificate; provided, however, that, unless specifically required by the Act, no approval or Consent of any Member shall be required in connection with the making of any such filing.
(c) Notwithstanding any other provisions of this Agreement, the Board of Managers may, without the Consent of any Member, amend this Agreement to the extent required to allow the Board of Managers to exercise the powers granted to it by this Section 3.1.
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. 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. 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. 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.
Classes of Units. The Partnership shall have two classes of Units: (a) Class A Units, which shall be held by the General Partner and only by the General Partner; and (b) Class B Units, which shall be held by the Class B Partners and only by the Class B Partners. The Class B Units may be vested or unvested and, except as expressly provided herein, any reference to Class B Units shall be a reference to vested and unvested Class B Units. Except as provided in this Agreement, (i) vested and unvested Class B Units shall share equally in right to allocation and distributions by the Partnership; (ii) vested Class B Units may be exchanged pursuant to the terms of the Exchange Agreement attached hereto as Exhibit B and unvested Class B Units may not be so exchanged; (iii) unvested Class B Units shall vest pursuant to the provisions of the respective award agreements for such Class B Units; and (iv) vested and unvested Class B Units may be forfeited by a Class B Partner under the circumstances and in the number set forth in this Agreement.