Corporate Adjustments. (i) In the event that any distribution (in the form of Class A Units, other securities or other property), recapitalization, unit split, reverse unit split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase, conversion of Holdings from a limited liability company to a corporation, change of control or exchange of Class A Units or other securities of Holdings, or other transaction or event involving Holdings or Class A Units (each a “Company Event”) affects the Deferred Units such that the Board determines that an adjustment is necessary or appropriate in order to prevent dilution or enlargement of benefits or potential benefits intended to be made available under this Agreement, the Board shall equitably adjust any or all of the number of Class A Units or other securities (or number and kind of other securities or property) subject to the Deferred Units or take such other action as the Board determines to be appropriate to preserve the value, rights and benefit of any affected Deferred Units granted hereunder. Notwithstanding the foregoing, nothing herein shall be deemed to provide the Employee with any rights to an adjustment in respect of the Deferred Units in the event Holdings issues additional Units (as defined in the LLC Agreement), warrants, options or other rights to purchase or otherwise acquire Units in exchange for equivalent value (in cash, in kind or in services) as determined in the sole discretion of the Board. (ii) If Holdings enters into or is involved in any Company Event, the Board may, prior to such Company Event and effective upon such Company Event, take such action as it deems appropriate, including, but not limited to, replacing Deferred Units with substitute awards in respect of the Class A Units, other securities or other property of the surviving entity or any affiliate of the surviving entity on such terms and conditions, including without limitation, as to the number of securities or amount of property, pricing and value of such securities or property or otherwise, which shall substantially preserve the value, rights and benefits of any affected Deferred Units granted hereunder as of the date of the consummation of the Company Event. (iii) Upon receipt by the Employee of any such substitute awards (or payment) as a result of any such Company Event, the Employee’s Deferred Units shall be thereupon cancelled without the need for obtaining the consent of the Employee.
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Samples: Special Deferred Unit Issuance Agreement (Nuveen Investments Holdings, Inc.), Deferred Unit Issuance Agreement (Nuveen Investments Holdings, Inc.), Deferred Unit Issuance Agreement (Nuveen Investments Holdings, Inc.)
Corporate Adjustments. (i) In the event that the Board determines that any distribution (in the form of Class A Common Units, other securities or other property), recapitalization, unit split, reverse unit split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase, conversion of Holdings from a limited liability company to a corporation, change of control or exchange of Class A Common Units or other securities of Holdings, or other transaction or event involving Holdings or Class A Common Units (each a “Company Event”) affects the Deferred Units such that the Board determines that an adjustment is necessary or appropriate in order to prevent dilution or enlargement of benefits or potential benefits intended to be made available under this Agreement, the Board shall equitably adjust any or all of the number of Class A Common Units or other securities (or number and kind of other securities or property) subject to the Deferred Units or take such other action as the Board determines to be appropriate to preserve the value, rights and benefit of any affected Deferred Units granted hereunder. Notwithstanding the foregoing, nothing herein shall be deemed to provide the Employee Investor with any rights to an adjustment in respect of the Deferred Units in the event Holdings issues additional Units (as defined in the LLC Agreement), warrants, options or other rights to purchase or otherwise acquire Units in exchange for equivalent value (Holdings, including without limitation in cash, in kind or in services) as determined in the sole discretion accordance with Section 3.5 of the BoardLLC Agreement.
(ii) If Holdings enters into or is involved in any Company Event, the Board may, prior to such Company Event and effective upon such Company Event, take such action as it deems appropriate, including, but not limited to, replacing Deferred Units with substitute awards in respect of the Class A Common Units, other securities or other property of the surviving entity or any affiliate of the surviving entity on such terms and conditions, including without limitation, as to the number of securities or amount of property, pricing and value of such securities or property or otherwise, which shall substantially preserve the value, rights and benefits of any affected Deferred Units granted hereunder as of the date of the consummation of the Company Event.
(iii) Upon receipt by the Employee Investor of any such substitute awards (or payment) as a result of any such Company Event, the EmployeeInvestor’s Deferred Units shall be thereupon cancelled without the need for obtaining the consent of the EmployeeInvestor. Any actions or determinations of the Board under this Section 2(b) need not be uniform with respect to all holders of Deferred Units.
Appears in 1 contract
Samples: Deferred Unit Purchase Agreement (CDW Finance Corp)
Corporate Adjustments. (i) In the event that any distribution (in the form of Class A Units, other securities or other property), recapitalization, unit split, reverse unit split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase, conversion of Holdings from a limited liability company to a corporation, change of control or exchange of Class A Units or other securities of Holdings, or other transaction or event involving Holdings or Class A Units (each a “Company Event”) affects the Deferred Units such that the Board determines that an adjustment is necessary or appropriate in order to prevent dilution or enlargement of benefits or potential benefits intended to be made available under this Agreement, the Board shall equitably adjust any or all of the number of Class A Units or other securities (or number and kind of other securities or property) subject to the Deferred Units or take such other action as the Board determines to be appropriate to preserve the value, rights and benefit of any affected Deferred Units granted hereunder. Notwithstanding the foregoing, nothing herein shall be deemed to provide the Employee Director with any rights to an adjustment in respect of the Deferred Units in the event Holdings issues additional Units (as defined in the LLC Agreement), warrants, options or other rights to purchase or otherwise acquire Units in exchange for equivalent value (in cash, in kind or in services) as determined in the sole discretion of the Board.
(ii) If Holdings enters into or is involved in any Company Event, the Board may, prior to such Company Event and effective upon such Company Event, take such action as it deems appropriate, including, but not limited to, replacing Deferred Units with substitute awards in respect of the Class A Units, other securities or other property of the surviving entity or any affiliate of the surviving entity on such terms and conditions, including without limitation, as to the number of securities or amount of property, pricing and value of such securities or property or otherwise, which shall substantially preserve the value, rights and benefits of any affected Deferred Units granted hereunder as of the date of the consummation of the Company Event.
(iii) Upon receipt by the Employee Director of any such substitute awards (or payment) as a result of any such Company Event, the EmployeeDirector’s Deferred Units shall be thereupon cancelled without the need for obtaining the consent of the EmployeeDirector.
Appears in 1 contract
Samples: Deferred Class a Unit Grant Agreement (Nuveen Investments Holdings, Inc.)
Corporate Adjustments. (i) In the event that any distribution (in the form of Class A Units, other securities or other property), recapitalization, unit split, reverse unit split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase, conversion of Holdings from a limited liability company to a corporation, change of control or exchange of Class A Units or other securities of Holdings, or other transaction or event involving Holdings or Class A Units (each a “Company Event”) affects the Deferred Units such that the Board determines that an adjustment is necessary or appropriate in order to prevent dilution or enlargement of benefits or potential benefits intended to be made available under this Agreement, the Board shall equitably adjust any or all of the number of Class A Units or other securities (or number and kind of other securities or property) subject to the Deferred Units or take such other action as the Board determines to be appropriate to preserve the value, rights and benefit of any affected Deferred Units granted hereunder. Notwithstanding the foregoing, nothing herein shall be deemed to provide the Employee Executive with any rights to an adjustment in respect of the Deferred Units in the event Holdings issues additional Units (as defined in the LLC Agreement), warrants, options or other rights to purchase or otherwise acquire Units in exchange for equivalent value (in cash, in kind or in services) as determined in the sole discretion of the Board.
(ii) If Holdings enters into or is involved in any Company Event, the Board may, prior to such Company Event and effective upon such Company Event, take such action as it deems appropriate, including, but not limited to, replacing Deferred Units with substitute awards in respect of the Class A Units, other securities or other property of the surviving entity or any affiliate of the surviving entity on such terms and conditions, including without limitation, as to the number of securities or amount of property, pricing and value of such securities or property or otherwise, which shall substantially preserve the value, rights and benefits of any affected Deferred Units granted hereunder as of the date of the consummation of the Company Event.
(iii) Upon receipt by the Employee Executive of any such substitute awards (or payment) as a result of any such Company Event, the EmployeeExecutive’s Deferred Units shall be thereupon cancelled without the need for obtaining the consent of the EmployeeExecutive.
Appears in 1 contract
Samples: Deferred Unit Grant Agreement (Nuveen Asset Management)
Corporate Adjustments. (i) In the event that the Board determines that any distribution (in the form of Class A Common Units, other securities or other property), recapitalization, unit split, reverse unit split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase, conversion of Holdings from a limited liability company to a corporation, change of control or exchange of Class A Common Units or other securities of Holdings, or other transaction or event involving Holdings or Class A Common Units (each a “Company Event”) affects the Deferred Units such that the Board determines that an adjustment is necessary or appropriate in order to prevent dilution or enlargement of benefits or potential benefits intended to be made available under this Agreement, the Board shall equitably adjust any or all of the number of Class A Common Units or other securities (or number and kind of other securities or property) subject to the Deferred Units or take such other action as the Board determines to be appropriate to preserve the value, rights and benefit of any affected Deferred Units granted hereunder. Notwithstanding the foregoing, nothing herein shall be deemed to provide the Employee Investor with any rights to an adjustment in respect of the Deferred Units in the event Holdings issues additional Units (as defined in the LLC Agreement), warrants, options or other rights to purchase or otherwise acquire Units in exchange for equivalent value (Holdings, including without limitation in cash, in kind or in services) as determined in the sole discretion accordance with Section 3.5 of the BoardLLC Agreement.
(ii) If Holdings enters into or is involved in any Company Event, the Board may, prior to such Company Event and effective upon such Company Event, take such action as it deems appropriate, including, but not limited to, replacing Deferred Units with substitute awards in respect of the Class A Common Units, other securities or other property of the surviving entity or any affiliate of the surviving entity on such terms and conditions, including without limitation, as to the number of securities or amount of property, pricing and value of such securities or property properties or otherwise, which shall substantially preserve the value, rights and benefits of any affected Deferred Units granted hereunder as of the date of the consummation of the Company Event.
(iii) Upon receipt by the Employee Investor of any such substitute awards (or payment) as a result of any such Company Event, the EmployeeInvestor’s Deferred Units shall be thereupon cancelled without the need for obtaining the consent of the EmployeeInvestor. Any actions or determinations of the Board under this Section 2(b) need not be uniform with respect to all holders of Deferred Units.
Appears in 1 contract
Samples: Deferred Unit Purchase Agreement (CDW Finance Corp)
Corporate Adjustments. (i) In the event that any distribution (in the form of cash, Class A Units, other securities or other property), recapitalization, unit split, reverse unit split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase, conversion of Holdings from a limited liability company to a corporation, change of control or exchange of Class A Units or other securities of Holdings, or other transaction or event involving Holdings or Class A Units (each a “Company Event”) affects the Deferred Units or the Participation Threshold such that the Board determines that an adjustment is necessary or appropriate in order to prevent dilution or enlargement of benefits or potential benefits intended to be made available under this Agreement, the Board shall equitably adjust the Participation Threshold, any or all of the number of Class A Units or other securities (or number and kind of other securities or property) subject to the Deferred Units or take such other action as the Board determines to be appropriate to preserve the value, rights and benefit of any affected Deferred Units granted hereunder. Notwithstanding the foregoing, nothing herein shall be deemed to provide the Employee Executive with any rights to an adjustment in respect of the Deferred Units in the event Holdings issues additional Units (as defined in the LLC Agreement), warrants, options or other rights to purchase or otherwise acquire Units in exchange for equivalent value (in cash, in kind or in services) as determined in the sole discretion of the Board.
(ii) If Holdings enters into or is involved in any Company Event, the Board may, prior to such Company Event and effective upon such Company Event, take such action as it deems appropriate, including, but not limited to, replacing Deferred Units with substitute awards in respect of the Class A Units, other securities or other property of the surviving entity or any affiliate of the surviving entity on such terms and conditions, including without limitation, as to the number of securities or amount of property, pricing and value of such securities or property or otherwise, which shall substantially preserve the value, rights and benefits of any affected Deferred Units granted hereunder as of the date of the consummation of the Company Event.
(iii) By way of illustration of this Section 2, suppose the Class A Units are converted into shares of stock in an IPO such that two shares of stock are received for each outstanding Class A Unit. The Deferred Unit Account would be credited with two shares of stock for each Class A Unit formerly contained in the account, and assuming no further Company Events, upon the Settlement Date the Executive would be entitled to a distribution, in the forms prescribed in Section 4, with a value equal to the excess value of two shares of such stock over $10. Assume instead that a pro-rata cash distribution was made on the Class A Shares in the amount of $3. Pursuant to this Section 2, the Participation Threshold would be adjusted to $7.
(iv) Upon receipt by the Employee Executive of any such substitute awards (or payment) as a result of any such Company Event, the EmployeeExecutive’s Deferred Units shall be thereupon cancelled without the need for obtaining the consent of the EmployeeExecutive.
Appears in 1 contract
Samples: Deferred Incentive Unit Issuance Agreement (Nuveen Investments Holdings, Inc.)