Common use of Classes of Units Clause in Contracts

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. 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 Company shall have the designationsauthority to issue a total of one hundred and fifty million (150,000,000) Units for all classes, preferencesdesignated as follows: (a) one hundred and twenty-five million (125,000,000) of Common Membership Interest Units ("COMMON UNITS"), rights, restrictions and limitations set forth in Exhibit F hereto(b) twenty-five million (25,000,000) of Preferred Membership Interest Units ("PREFERRED UNITS"). The Partnership Company may issue Class A Units, Class B create one or more series of Units or within each class to track the historical income tax characteristics associated with the Units of a newly created class of Partnership Interests, at arising from the election of Properties contributed to 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 Company in connection with the Partnership Rollup or pursuant to Contribution Agreements, and in all other respects, each series of Units within a class shall have the Initial Election same rights, preferences, and privileges. (a) Each Unit shall have the rights and be Class A Units; and, provided further that any Unit that is not specifically designated governed by the General Partner 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 being of a particular class shall be deemed to be a Class A Unitspecifically set forth in Section 6.2(f). 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 Member shall be entitled to one (1) vote the Partnership Interests represented 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 on and Preferred Units shall Consent together as one class and not as two classes in all matters as 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 vote form of amendments to the Certificate; provided, however, that, unless specifically required by the Act, no approval or consent Consent of any Member shall be required in connection with the Partners is requiredmaking 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. From and after the date hereof, the Partnership shall have There are three classes of Units entitled designated “Class A Units,” (the “Class A Units”), “Class B Units,” (the “Class B Units”) and “Series A Junior Participating Preferred Class C Units,” and such additional classes of Units as may be created pursuant to Section 4.2.A. The Partnership shall issue (the “Class C Units”). Subject to the General Partner Series A Junior Participating Preferred terms and conditions of Articles III and IV hereof, the LLC is authorized to issue up to ten thousand (10,000) Units concurrently with any issuance by in 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 aggregate, divided as follows: (i) seven hundred fifty (750) 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 of which seven hundred fifty (750) Class A Units shall be issued and outstanding and owned by the Class A Members as of the Contribution Time, (ii) two thousand one hundred twenty-five (2,125) Units shall be Class B Units, of which two thousand one hundred twenty-five (2,125) Class B Units shall be issued and outstanding and owned by the Class B Members as of the Contribution Time, and (iii) seven thousand one hundred twenty-five (7,125) Units shall be Class C Units, of which seven thousand one hundred twenty-five (7,125) Class C Units shall be issued and outstanding and owned by the Class C Members as of the Contribution Time. The parties hereto agree that, notwithstanding anything to the contrary in this Agreement, the LLC is not specifically designated by and shall not be authorized to issue additional classes of Units or additional Class A, Class B or Class C Units, other than those authorized and issued pursuant to the General Partner as being of a particular class shall be deemed to be a Class A Unitpreceding sentence. Each Class B Unit A Member shall be converted automatically into a hold an Interest in the LLC represented by the Class A Unit Units set forth opposite the Member’s name on the day immediately following the Partnership Record Date for the Distribution Period (Exhibit A, as defined in amended from time to time pursuant to Section 5.1.C) in which such 15.1(c), each Class B Unit was issued, without Member shall hold an Interest in the requirement for any action LLC represented by either the Partnership or the Partner holding the Class B UnitUnits set forth opposite the Member’s name on Exhibit A (after giving effect to the Theravance Biopharma Transfer pursuant to Section 12.10), as amended from time to time pursuant to Section 15.1(c), and each Class C Member shall hold an Interest in the LLC represented by the Class C Units set forth opposite the Member’s name on Exhibit A (after giving effect to the Theravance Biopharma Transfer pursuant to Section 12.10), as amended from time to time pursuant to Section 15.1(c). Except For the avoidance of doubt each Member may hold more than one class of Units. Each Member holding Units shall have (a) the right to share in the Net Income and Net Loss of the LLC as otherwise expressly provided in this Agreement, holders of Class A Units (b) a right to the Capital Account maintained for such Member according to Article IX hereof, (c) the right to receive distributions from the LLC as provided in this Agreement, and Class B Units shall be entitled to vote the Partnership Interests represented by (d) such Units on all matters other relative rights, powers and duties as to which the vote or consent of the Partners is requiredare set forth in this Agreement.

Classes of Units. From and after the date hereof, the Partnership (a) The Company shall have the authority to issue a total of three classes hundred million (300,000,000) Units for all classes, as follows: (i) Up to twenty-five million (25,000,000) Units may be designated by the Board of Units entitled “Class A Units,” “Class B Units,” and “Series A Junior Participating Managers as Preferred Units,” and such additional classes of , and (ii) Any Units not then designated as may be created Preferred Units pursuant to Section 4.2.A. 3.1(a)(i) shall be authorized for issuance as Common Units. (b) The Partnership Board of Managers may issue authorized, but unissued Common Units under such circumstances and for such consideration as approved by the Board of Managers, except that the issuance of Common Units to officers, directors, employees, or agents of the Company for compensatory or incentive-based performance shall issue be limited as set forth in Section 3.2(b)(1). (c) Subject to the General Partner Series A Junior Participating conditions in this Section 3.1, the Board of Managers may issue authorized, but unissued Preferred Units concurrently with any issuance by in one or more series as the General Partner Board of Managers may determine from time to time for such consideration and under such circumstances as the Board of a like Managers may approve. (d) The Board of Managers is authorized to fix the number of shares Units of its Series A Junior Participating any series of Preferred Stock pursuant Units and to determine the designation of such series. (e) Subject 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 Protective Provisions for the contribution of cash, real estate, partnership interests, stock, notes or other assets or consideration; provided that all Common 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.C3.1(e)(i) below) and Preferred Units (as defined in which such Class B Unit was issuedSection 3.1(e)(ii) below), the Board of Managers has the power, in its sole discretion, to establish the rights, privileges, preferences and restrictions of any series of Preferred Units as subordinate to, equal with or senior to (including, without limitation, provisions with respect to voting rights; allocations of Profits and Losses; distributions of all kinds, including Cash from Operations, Cash from Sales, upon dissolution, liquidation, or winding-up of the requirement for Company; and redemption) any action by either the Partnership of those of any present or the Partner holding the Class B Unit. Except as otherwise expressly provided future class or series of Preferred Units or Common Units. (i) As used in this AgreementSection 3.1(e), holders of Class A “Protective Provisions” means with respect to the Common 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.follows:

Classes of Units. From (i) There are hereby established and after the date hereof, the Partnership shall have three classes of Units entitled “authorized for issuance Class A Units,” “. (ii) There are hereby established and authorized for issuance 7,500,000 Class B Units,” A-1 Units and “Series A Junior Participating 50,000,000 Class C Preferred Units,” . (iii) There are hereby established and such additional classes authorized for issuance 31,572,989 Class B-1 Units, 31,572,989 Class B-2 Units and 23,679,742 Class B-3 Units (“Incentive Units”) which shall consist of those 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 issued pursuant to the Rights Agreementterms of the applicable Incentive Units Agreement setting forth the terms and conditions governing such Units, subject to the approval of the Board. The Series A Junior Participating Preferred Class B Units shall have all of the designations, preferences, rights, restrictions privileges, preferences 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 obligations as are specifically provided 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 in the Incentive Units Agreements and under the Equity Incentive Plan. (iv) The Board, subject to Section 3.8 and Section 6.5, shall have the right to authorize and cause the Company to create and issue additional Units, in which event the Board shall have the power to amend this Agreement and/or Schedule A to reflect such additional issuances and dilution and to make any such other amendments as it deems necessary or desirable to reflect such additional issuances (including, without limitation, amending this Agreement to create and authorize a new class, group or series of Class A Units and Class B Units shall to add the terms of such new class, group or series, including economic and governance rights which may be entitled different from, senior to vote or more favorable than the Partnership Interests represented by such Units on all matters as to which other existing Units), in each case without the vote approval or consent of the Partners is requiredany other Person except as set forth in Section 6.5.

Classes of Units. From (i) The limited liability company interests of Members (including without limitation all rights to distributions 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 amounts specified in this Agreement, holders as well as all rights to vote on, consent to, or approve matters related to the Company) shall be denominated in units of Class A Units membership interests in the Company (each a “Unit” and Class B collectively, the “Units”), and the relative rights, privileges, preferences and obligations of the Members with respect to Units shall be entitled determined under this Agreement and the Delaware Act to vote the Partnership Interests represented extent provided herein and therein. (ii) As of the Effective Date, the Company shall be authorized to issue two classes of Units which are designated as Common Units (the “Common Units”) and Preferred Units (the “Preferred Units”). The Preferred Units shall be convertible into Common Units in accordance with the provisions set forth on Exhibit B. The Company shall at all times keep available a sufficient number of Common Units for issuance upon conversion of the Preferred Units. The Company shall be authorized to issue not more than (A) 109,906,000 Common Units and (B) 79,282,370 Preferred Units, of which (I) 3,500,000 are designated “Series A-1 Preferred Units” (the “Series A-1 Preferred Units”), (II) 2,809,731 are designated “Series A-2 Preferred Units” (the “Series A-2 Preferred Units”), (III) 23,749,923 are designated “Series B Preferred Units” (the “Series B Preferred Units”), (IV) 31,438,492 are designated “Series C Preferred Units” (the “Series C Preferred Units”) and (V) 17,784,224 are designated “Series C-1 Preferred Units” (the “Series C-1 Preferred Units”). (iii) Units in the Company shall, for all purposes, be personal property. A Member shall have no interest in any specific assets or property of the Company. Each Member waives any and all rights that such Member may have to maintain an action for partition of the Company’s property. In the event of the death or legal disability of any Member, the executor, trustee, administrator, guardian, conservator or other legal representative of such Member shall be bound by the provisions of this Agreement. The Units shall be uncertificated; provided, however, that if requested by a Member, the Company may issue to such Member a certificate signed by a member of the Board or the Company’s duly authorized officers specifying the number and type of Units held by such Units on all matters as to which the vote or consent of the Partners is requiredMember.

Classes of Units. From (i) The limited liability company interests of Members (including without limitation all rights to distributions 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 amounts specified in this Agreement, holders as well as all rights to vote on, consent to, or approve matters related to the Company) shall be denominated in units of Class A Units membership interests in the Company (each a “Unit” and Class B collectively, the “Units”), and the relative rights, privileges, preferences and obligations of the Members with respect to Units shall be entitled determined under this Agreement and the Delaware Act to vote the Partnership Interests represented extent provided herein and therein. (ii) As of the Effective Date, the Company shall be authorized to issue two classes of Units which are designated as Common Units (the “Common Units”) and Preferred Units (the “Preferred Units”). The Preferred Units shall be convertible into Common Units in accordance with the provisions set forth on Exhibit B. The Company shall at all times keep available a sufficient number of Common Units for issuance upon conversion of the Preferred Units. The Company shall be authorized to issue not more than (A) 89,000,000 Common Units and (B) 61,498,146 Preferred Units, of which (I) 3,500,000 are designated “Series A-1 Preferred Units” (the “Series A-1 Preferred Units”), (II) 2,809,731 are designated “Series A-2 Preferred Units” (the “Series A-2 Preferred Units”), (III) 23,749,923 are designated “Series B Preferred Units” (the “Series B Preferred Units”) and (IV) 31,438,492 are designated “Series C Preferred Units” (the “Series C Preferred Units”). (iii) Units in the Company shall, for all purposes, be personal property. A Member shall have no interest in any specific assets or property of the Company. Each Member waives any and all rights that such Member may have to maintain an action for partition of the Company’s property. In the event of the death or legal disability of any Member, the executor, trustee, administrator, guardian, conservator or other legal representative of such Member shall be bound by the provisions of this Agreement. The Units shall be uncertificated; provided, however, that if requested by a Member, the Company may issue to such Member a certificate signed by a member of the Board or the Company’s duly authorized officers specifying the number and type of Units held by such Units on all matters as to which the vote or consent of the Partners is requiredMember.

Classes of Units. From and after the date hereof, the Partnership (a) The Company shall have the authority to issue a total of three classes hundred million (300,000,000) Units for all classes, as follows: (i) Up to twenty-five million (25,000,000) Units may be designated by the Board of Managers as Preferred Membership Interest Units entitled (“Class A Units,” “Class B Units,” and “Series A Junior Participating Preferred Units,” and such additional classes of ”), and (ii) Any Units not then designated as may be created Preferred Units pursuant to Section 4.2.A. 3.1(a)(i) shall be authorized for issuance as Common Units. (b) The Partnership Board of Managers may issue authorized, but unissued Common Units under such circumstances and for such consideration as approved by the Board of Managers, except that the issuance of Common Units to officers, directors, employees, or agents of the Company for compensatory or incentive-based performance shall issue be limited as set forth in Section 3.2(b)(1). (c) Subject to the General Partner Series A Junior Participating conditions in this Section 3.1, the Board of Managers may issue authorized, but unissued Preferred Units concurrently with any issuance by in one or more series as the General Partner Board of Managers may determine from time to time for such consideration and under such circumstances as the Board of a like Managers may approve. (d) The Board of Managers is authorized to fix the number of shares Units of its Series A Junior Participating any series of Preferred Stock pursuant Units and to determine the designation of such series. (e) Subject 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 Protective Provisions for the contribution of cash, real estate, partnership interests, stock, notes or other assets or consideration; provided that all Common 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.C3.1(e)(i) below) and Preferred Units (as defined in which such Class B Unit was issuedSection 3.1(e)(ii) below), the Board of Managers has the power, in its sole discretion, to establish the rights, privileges, preferences and restrictions of any series of Preferred Units as subordinate to, equal with or senior to (including, without limitation, provisions with respect to voting rights; allocations of Profits and Losses; distributions of all kinds, including Cash from Operations, Cash from Sales, upon dissolution, liquidation, or winding-up of the requirement for Company; and redemption) any action by either the Partnership of those of any present or the Partner holding the Class B Unit. Except as otherwise expressly provided future class or series of Preferred Units or Common Units. (i) As used in this AgreementSection 3.1(e), holders of Class A “Protective Provisions” means with respect to the Common 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.follows: