Conforming of Class D Interests Sample Clauses

Conforming of Class D Interests. The Class D Interest of each Class D Member shall be subject to becoming conformed (a "Conformed Interest") in the event that such Class D Member shall for any reason (other than a reason described in the second paragraph of this Section 2.8) cease to be an employee of the Company or one of its Affiliates prior to the fourth anniversary of May 1, 1998. On each of the first through fourth such anniversaries on which a Class D Member shall remain an employee of the Company or one of its Affiliates, an additional twenty-five percent (25%) of the Class D Interest of such Class D Member shall be released from being subject to becoming a Conformed Interest under this Section 2.8, so that if a Class D Member has remained employed by the Company through the fourth anniversary of May 1, 1998, none of his Class D Interests shall any longer be subject to becoming Conformed Interests under this Agreement. Notwithstanding the foregoing, if a Class D Member has remained employed by the Company or one of its Affiliates until immediately prior to consummation of a Change of Control, then effective immediately prior to such Change of Control, the Class D Interests of such Class D Member shall no longer be subject to becoming a Conformed Interest under this Section 2.8. Notwithstanding the provisions of this Section 2.8, Class D Interests of a Class D Member shall not become Conformed Interests if either (i) the Subsidiary or division of the Company for which such Class D Member works is sold to an unaffiliated third party, such Class D Member offers to become an employee of the buyer for at least one (1) year following such sale at a compensation level and with responsibilities substantially equivalent to those in place immediately before such sale, and the buyer declines such offer of employment, or (ii) there is an internal reorganization or restructuring of the Company and its Subsidiaries pursuant to which such Class D Member's position is eliminated or materially changed such Class D Member offers to continue in the employ of the Company at a compensation level comparable to that in place immediately prior to such reorganization or restructuring, and to assume responsibilities appropriate for his experience and abilities, and the Company declines such offer of employment.
Sample 1
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Related to Conforming of Class D Interests

  • ATTRIBUTION OF CLASS C SHARES Class C shares that are outstanding from time to time, shall be attributed to the Distributor and each Successor Distributor in accordance with the following rules;

  • ORIGINAL CLASS A NON-PO PRINCIPAL BALANCE The Original Class A Non-PO Principal Balance is $170,009,500.00.

  • Nature of Limited Partner Interests All Limited Partner Interests issued pursuant to, and in accordance with the requirements of, this Article V shall be fully paid and non-assessable Limited Partner Interests in the Partnership, except as such non-assessability may be affected by Sections 17-303, 17-607 or 17-804 of the Delaware Act.

  • Proxies; Class Actions (a) The Manager has provided the Subadvisor a copy of the Manager’s Proxy Voting Policy, setting forth the policy that proxies be voted for the exclusive benefit and in the best interests of the Trust. Absent contrary instructions received in writing from the Trust, the Subadvisor will vote all proxies solicited by or with respect to the issuers of securities held by the Series in accordance with applicable fiduciary obligations. The Subadvisor shall maintain records concerning how it has voted proxies on behalf of the Trust, and these records shall be available to the Trust upon request.

  • The Class 1-A-1, Class 1-A-2 and Class 1-A-3 Certificates.

  • Membership Interests; Additional Members Holdings is the sole initial Member of the Company as reflected in Exhibit A attached hereto. Additional Persons may be admitted to the Company as Members, and Membership Interests may be issued, on such terms and conditions as the existing Members, voting as a single class, may determine at the time of admission. The terms of admission or issuance must specify the Sharing Ratios applicable thereto and may provide for the creation of different classes or groups of Members or Membership Interests having different (including senior) rights, powers and duties. The Members may reflect the creation of any new class or group in an amendment to this Agreement, indicating the different rights, powers and duties, and such an amendment shall be approved and executed by the Members in accordance with the terms of this Agreement. Any such admission shall be effective only after such new Member has executed and delivered to the Members and the Company an instrument containing the notice address of the new Member, the new Member’s ratification of this Agreement and agreement to be bound by it.

  • Fully Paid and Non-Assessable Nature of Limited Partner Interests All Limited Partner Interests issued pursuant to, and in accordance with the requirements of, this Article V shall be fully paid and non-assessable Limited Partner Interests in the Partnership, except as such non-assessability may be affected by Sections 17-303, 17-607 or 17-804 of the Delaware Act.

  • Original Class B Principal Balance The Original Class B Principal Balance is $12,493,405.52.

  • Reservation of Class A Ordinary Shares The Company shall at all times reserve and keep available a number of its authorized but unissued Class A ordinary shares that shall be sufficient to permit the exercise in full of all outstanding Warrants issued pursuant to this Agreement.

  • Certificates Issuable in Classes; Distributions of Principal and Interest; Authorized Denominations The aggregate principal amount of the Certificates that may be authenticated and delivered under this Agreement is limited to the aggregate Principal Balance of the Mortgage Loans as of the Cut-Off Date, as specified in the Preliminary Statement to this Agreement, except for Certificates authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Certificates pursuant to Section 5.03. Such aggregate principal amount shall be allocated among one or more Classes having designations, types of interests, initial per annum Certificate Interest Rates, initial Class Principal Balances and Final Maturity Dates as specified in the Preliminary Statement to this Agreement. The aggregate Percentage Interest of each Class of Certificates of which the Class Principal Balance equals zero as of the Cut-Off Date that may be authenticated and delivered under this Agreement is limited to 100%. Certificates shall be issued in Authorized Denominations.

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