Common use of Fractional Units Clause in Contracts

Fractional Units. No fractional Common Units shall be issued upon conversion of the Series B Convertible Preferred Units. In lieu of any fractional Units to which the holder would otherwise be entitled, the Company shall pay cash equal to such fraction multiplied by the fair market value of a Common Unit as determined in good faith by the Board of Managers. Whether or not fractional Units would be issuable upon such conversion shall be determined on the basis of the total number of Series B Convertible Preferred Units the holder is at the time converting into Common Units and the aggregate number of Common Units issuable upon such conversion.

Appears in 2 contracts

Samples: Limited Liability Company Operating Agreement (Wayfair Inc.), Limited Liability Company Operating Agreement (Wayfair Inc.)

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Fractional Units. No fractional Common Units shall be issued upon conversion of the Series B A Convertible Preferred Units. In lieu of any fractional Units to which the holder would otherwise be entitled, the Company shall pay cash equal to such fraction multiplied by the fair market value of a Common Unit as determined in good faith by the Board of Managers (including at least a majority of the Series A Managers). Whether or not fractional Units would be issuable upon such conversion shall be determined on the basis of the total number of Series B A Convertible Preferred Units the holder is at the time converting into Common Units and the aggregate number of Common Units issuable upon such conversion.

Appears in 2 contracts

Samples: Limited Liability Company Operating Agreement (Wayfair Inc.), Limited Liability Company Operating Agreement (Wayfair Inc.)

Fractional Units. No fractional Common Units shall be issued upon conversion of the Series B Convertible Preferred Units. In lieu of any fractional Common Units to which the holder of the Preferred Units being converted would otherwise be entitled, the Company shall pay to such holder cash equal to such fraction multiplied by the fair market value of a Deemed Common Unit as determined in good faith by the Board of ManagersPrice. Whether or not fractional Common Units would be issuable upon such conversion shall be determined on the basis of the total number of Series B Convertible Preferred Units the holder is at the time converting into Common Units and the aggregate number of Common Units issuable upon such conversion.

Appears in 1 contract

Samples: Limited Liability Company Agreement (L Brands Service Company, LLC)

Fractional Units. No fractional Common Units shall be issued upon conversion of the a Series B Convertible A Preferred UnitsUnit. In lieu of any fractional Units to which the holder would otherwise be entitled, the Company shall pay cash equal to such fraction multiplied by the fair market value Fair Market Value of a Common Unit as determined in good faith by the Board of ManagersUnit. Whether or not fractional Units would be issuable upon such conversion shall be determined on the basis of the total number of Series B Convertible A Preferred Units the holder is at the time converting into Common Units and the aggregate number of Common Commons Units issuable upon such conversion.

Appears in 1 contract

Samples: Series a Preferred Unit Purchase Agreement (Aemetis, Inc)

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Fractional Units. No fractional Common Units shall be issued upon conversion of the Series B Convertible A Preferred Units. In lieu of any fractional Units to which the holder would otherwise be entitled, the Company shall pay cash equal to the product of such fraction multiplied by the fair market value of a one share of the Company’s Common Unit Units on the date of conversion, as determined in good faith by the Board of Managers. Whether or not fractional Units would be are issuable upon such conversion shall be determined on the basis of the total number of Series B Convertible A Preferred Units the holder is at the time converting into Common Units and the aggregate number of Common Units issuable usable upon such aggregate conversion.

Appears in 1 contract

Samples: Preferred Unit Purchase Agreement (Elandia International Inc.)

Fractional Units. No fractional Common Units shall be issued upon conversion of the Series B Convertible Preferred Units. In lieu of any fractional Units shares to which the a holder would otherwise be entitled, the Company shall pay cash in an amount equal to the product (calculated to the nearest cent) of such fraction multiplied by and the fair market value of a one Common Unit as determined in good faith by the Board of ManagersBoard. Whether or not fractional Units would be shares are issuable upon such conversion shall be determined on the basis of the total number of Series B Convertible Preferred Units the holder is at the time then converting into Common Units and the aggregate number of Common Units issuable upon conversion of such conversionPreferred Units.

Appears in 1 contract

Samples: Operating Agreement (Evolent Health, Inc.)

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