Issuance of Class A Units. If upon the issuance by Vantiv of any shares of Class A Common Stock, Vantiv elects under the Exchange Agreement to transfer net proceeds of such issuance directly to a Member in exchange for a number of Class B Units or Class C Non-Voting Units equal to the number of shares of Class A Common Stock to which such net proceeds relate, the Class B Units or Class C Non-Voting Units so acquired by Vantiv automatically shall be converted, without any action on the part of any Person, including the holder thereof, into an equal number of Class A Units, and the Class B Units or Class C Non-Voting Units so exchanged shall thereby cease to exist.
Issuance of Class A Units. On the Effective Date, or as soon as practicable thereafter, the Company shall issue to each holder of an Allowed Claim as of the Effective Date a number of Class A Units equal to such holder’s Estimated Initial Pro Rata Share multiplied by 9,500,000, as set forth on Schedule A-1, and each such holder shall be a Class A Member as of the Effective Date upon execution and delivery to the Company of a counterpart signature page to this Agreement.
Issuance of Class A Units. The Company has issued on the Effective Date 100 Class A Units to the Persons set forth on Exhibit B. The Company may from time to time offer and issue Class A Units upon such terms and conditions and for such consideration as the Manager deems appropriate.
Issuance of Class A Units. The Partnership is expressly authorized to issue Class A Units in the numbers specified in this Section 4.4 without any further act, approval or vote of any Partner or any other Persons.
Issuance of Class A Units. The Class A Units comprising the EECI Consideration, when issued in consideration for the EECI Contribution, will be duly authorized, validly issued, fully paid and nonassessable (except as such nonassessability may be affected by Sections 18-607 or 18-804 of the DLLCA) and free of any preemptive or similar rights (other than those set forth in the Amended and Restated LLC Agreement).
Issuance of Class A Units. (a) In consideration for the sale, transfer, contribution and delivery of the Contributed TRO Shares described in Section 1.1, subject to the terms and conditions of this Agreement, at the Closing, the Partnership shall issue to the TRO Shareholders 200,000 Class A Units and the contingent right to receive up to an aggregate of 800,000 (subject to adjustment as specified in Section 2.2) additional Class A Units as described in Section 2.2 hereof; provided, however, that in the event the record date for a PREIT Recapitalization occurs prior to Closing, the number of Class A Units issuable at Closing shall be proportionately adjusted as appropriate to reflect such event.
(b) The Class A Units issued at Closing pursuant to Section 1.2 and after Closing pursuant to Section 2.2 shall be allocated among the TRO Shareholders in accordance with Schedule C hereto unless, at least five business days prior to Closing, all of the TRO Shareholders and the TRO Debtholders shall have signed and delivered to PREIT a new Schedule C which shall replace Schedule C hereto.
Issuance of Class A Units. (a) At the First Closing, ACN Holdings shall deliver to Capstar a certificate or certificates representing a number of Class A Units against Capstar's transfer to ACN Holdings of the Assets of the Atlanta Muzak Franchise and the Ft. Xxxxx Muzak Franchise and, if applicable, the Omaha Muzak Franchise in exchange therefor. The number of Class A Units that Capstar shall be entitled to receive (without duplication) shall be such number of Class A Units as may be necessary to represent the Capstar Combined MRR Ratio of the number of fully- diluted Class A Units outstanding immediately after the First Closing and calculated after giving effect to (x) the issuance of additional Class A Units to MEM Holdings, LLC, Xxxxxx Xxxx and Xxxxx Xxxxx as contemplated by Notes A, B, and C to Schedule 3.2(d), (y) the Bridge Loan Conversion and the issuance of --------------- other Class A Units pursuant to Section 4.5 and (z) the issuance of Class A Units to Capstar hereunder (including the Class A Units which would be issued to Capstar if the Assets of the Omaha Muzak Franchise were transferred to ACN Holdings at the First Closing whether or not such Assets are transferred to ACN Holdings at the First Closing), but excluding from such fully-diluted Class A Units any Common Units (as defined in the LLC Agreement) issued or to be issued by ACN Holdings pursuant to Section 2.3 of the MLP Merger Agreement and any Class A Units issued or to be issued to Xxxxxxx Xxxx or any other employee of Muzak Limited Partnership (in the case of any other employee of Muzak Limited Partnership, after consultation with Capstar) as contemplated herein or in a schedule hereto; provided that if the Assets of the Omaha Muzak Franchise are not transferred to ACN Holdings at the First Closing, then the number of Class A Units otherwise issuable to Capstar under this Section 2.3(a) shall be reduced by the number of Class A Units related to the contribution of the Omaha Muzak Franchise.
(b) At the Second Closing, if any, ACN Holdings shall deliver to Capstar a certificate or certificates representing a number of Class A Units against Capstar's transfer to ACN Holdings of the Assets of the Omaha Muzak Franchise in exchange therefor. The number of Class A Units that Capstar shall be entitled to receive shall equal the number of Class A Units that were withheld from issuance to Capstar at the First Closing because the Assets of the Omaha Muzak Franchise were not then contributed to ACN Holdings.
Issuance of Class A Units. In accordance with Section 1.1(b)(i) of the Investment Agreement, at the Closing and immediately prior to the execution and delivery of this Agreement, Investor contributed to the Company, and the Company accepted from Investor, a Capital Contribution in an amount equal to $[·] (the “Initial Capital Contribution”). In exchange for the Initial Capital Contribution, effective upon the execution and delivery of this Agreement, the Company issued to Investor, and Investor accepted from the Company, the number of Class A Units set forth opposite Investor’s name on Schedule I.
Issuance of Class A Units. The Company is expressly authorized to issue Class A Units in the numbers specified in this Section 4.4 without any further act, approval or vote of any Member or any other Persons.
Issuance of Class A Units. In consideration of the Investor's contribution pursuant to Section 2.02, at the Closing, subject to the terms and conditions of this Agreement, the Company will issue to Investor 100% of the authorized Class A Units of the Company, being 10,000 Class A Units of the Company. All Class A Units issued to the Investor pursuant to, and in accordance with the requirements of, this Section 2.03 shall be fully paid and non-assessable Class A Units, except as such non-assessability may be affected by Section 18-607 of the Delaware Limited Liability Company Act.
