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.
Appears in 2 contracts
Samples: Limited Partnership Agreement (StepStone Group Inc.), Transaction Agreement (StepStone Group Inc.)
Classes of Units. 3.3.1 Upon effectiveness of this Agreement, Agreement and immediately after giving effect to the IPO Reorganization:
(a) The Interests of Limited Partners are represented by units of Partnership Interest (“Units”), which are divided into:
(ai) Class A Units (the “Class A Units”), which are issuable to SSG and such other Persons as the General Partner shall determine;
(bii) 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;; and
(ciii) Class B2 Units (the “Class B2 Units”), none of which shall be issued after the date hereofIPO Reorganization;
(b) each Unit designated as a “Class A Unit” that was outstanding immediately prior to the IPO Reorganization has been split into [ ] Units, and has been reclassified as Class B Units; and
(dc) Class C Units (the each Unit designated as a “Class C Units”), which have been issued as consideration to certain of the Sellers (as defined in the Transaction Agreement) pursuant A2 Unit” that was outstanding prior to the Transaction Agreement IPO Reorganization has been split into [ ] Units, and shall be issued only in accordance with Section 3.3.4has been reclassified as Class B2 Units.
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.
Appears in 1 contract
Samples: Limited Partnership Agreement (StepStone Group Inc.)
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 2021 Transaction Agreement) pursuant to the 2021 Transaction Agreement and shall be issued only in accordance with Section 3.3.4; and
(e) Class D Units (the “Class D Units”), which shall be issued as consideration (i) to the Sellers (as defined in the 2024 Transaction Agreements) pursuant to certain of the 2024 Transaction Agreements and (ii) pursuant to the 2022 Option Agreement, in each case, 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.
Appears in 1 contract
Samples: Limited Partnership Agreement (StepStone Group Inc.)
Classes of Units. 3.3.1 Upon effectiveness of this Agreement, Agreement and immediately after giving effect to the IPO Reorganization:
(a) The Interests of Limited Partners are represented by units of Partnership Interest (“Units”), which are divided into:
(ai) Class A Units (the “Class A Units”), which are issuable to SSG and such other Persons as the General Partner shall determine;
(bii) 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;; and
(ciii) Class B2 Units (the “Class B2 Units”), none of which shall be issued after the date hereofIPO Reorganization;
(b) each Unit designated as a “Class A Unit” that was outstanding immediately prior to the IPO Reorganization has been split into 81 Units, and has been reclassified as Class B Units; and
(dc) Class C Units (the each Unit designated as a “Class C Units”), which have been issued as consideration to certain of the Sellers (as defined in the Transaction Agreement) pursuant A2 Unit” that was outstanding prior to the Transaction Agreement IPO Reorganization has been split into 81 Units, and shall be issued only in accordance with Section 3.3.4has been reclassified as Class B2 Units.
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.
Appears in 1 contract
Samples: Limited Partnership Agreement (StepStone Group Inc.)