Excluded Units. Each Class A Unit issued and outstanding -------------- immediately prior to the Effective Time and held of record by Partners GP, if any, shall be converted into and become exchangeable for one new Class B Unit of Advisors LP (a "New --- Class B Unit"). Each Class A Unit issued and outstanding ------------ immediately prior to the Effective Time and held by Advisors LP Merger Sub shall be cancelled.
Excluded Units. Each Excluded Unit issued and outstanding immediately prior to the Effective Time, by virtue of the Merger, shall no longer be outstanding and shall automatically be canceled without payment of any consideration in exchange therefor or in respect thereof and shall cease to exist.
Excluded Units. Notwithstanding anything herein to the contrary, unless otherwise determined by the Board in its sole discretion, none of the following Units shall be permitted to participate in any Transfer under this Section 8.1: (i) Units issuable upon the exercise of employee options (or similar equity-like incentive Units) which have not vested or are otherwise not exercisable; (ii) Units issuable upon the exercise of vested employee options (or similar equity-like incentive Units) whose per Unit exercise price is more than the price to be paid for such Unit in such Transfer; and (iii) Units which are issued as grants of incentive equity and/or restricted equity awards to officers, managers, employees or service providers of the Company and that are at the time of such Transfer subject to vesting (i.e., to the extent subject to possible forfeiture) or repurchase at Original Cost (as defined in the underlying Management Equity Agreement with respect thereto) other than in connection with a termination for Cause (as defined in the underlying Management Equity Agreement with respect thereto).
Excluded Units. Notwithstanding anything herein to the contrary, the Exercise Price shall not be adjusted pursuant to this Section 10.2 by virtue of the issuance and/or sale of Excluded Units, which shall mean the following: (a) Units issuable upon the exercise of the Warrants; (b) Units, Options or Convertible Securities to be issued and/or sold to employees, advisors (including, without limitation, financial, technical and legal advisers), directors, or officers of, or consultants to, the Company or any of its subsidiaries pursuant to a unit grant, unit option plan, unit purchase plan, pension or profit sharing plan or other unit agreement or arrangement existing as of the date hereof or approved by the Company's Board of Directors (if any, otherwise by the Managers); (c) the issuance of Units, Options and/or Convertible Securities pursuant to Options and Convertible Securities outstanding as of the date of this Warrant; (d) the issuance of Units, Options or Convertible Securities as a unit dividend or upon any subdivision or combination of Units or Convertible Securities; (e) the issuance of Units, Options or Convertible Securities in connection with strategic partnerships or other business and/or product consolidations or joint ventures and (f) the issuance of Units, Options or Convertible Securities by the Company in connection with a contemplated equity financing currently in progress as of the date hereof. For all purposes of this Section 10.2, all Units of Excluded Units shall be deemed to have been issued for an amount of consideration per Unit equal to the initial Exercise Price (subject to adjustment in the manner set forth in Section 10.1). In addition, if the amount of any adjustment pursuant to this Section 10 shall be less than two cents (2(cent)) per Warrant Unit no adjustment to the Exercise Price or to the number of Warrant Units issuable upon the exercise of the Warrants shall be made; provided, however, that in such case any adjustment that would otherwise be required then to be made shall be carried forward and shall be made at the time of and together with the next subsequent adjustment which, together with any adjustment so carried forward, shall amount to at least two cents (2(cent)) per Warrant Unit.
