Issuance of Class B Units. On the Effective Date, the General Partner issued 100 Class B Units to the Manager. The Manager immediately assigned 85 of such Units to XX Xxxxx, which assignment was reflected on Exhibit A. There was no obligation to contribute any capital in connection until issuance of the Class B Units. The initial Capital Accounts of the Holders of the Class B Units in respect of such Units was zero. All Class B Units issued under this Agreement are intended to qualify as “profits interests” under Revenue Procedure 93-27, 1993-2 C.B. 343 (June 9, 1993) and Revenue Procedure 2001-43, 2001-2 C.B. 191 (August 3, 2001), and this Section 4.02.D shall be interpreted and applied consistently therewith. The General Partner at its discretion may amend this Section 4.02.D to ensure that any Class B Units granted after the date of this Agreement will qualify as “profits interests” under Revenue Procedure 93-27, 1993-2 C.B. 343 (June 9, 1993) and Revenue Procedure 2001-43, 2001-2 C.B. 191 (August 3, 2001) (and any other similar rulings or regulations that may be in effect at such time).
Issuance of Class B Units. (A) On the CEI Class B Initial Funding Date, the CEI Initial Class B Units were issued to the CEI Holder in accordance with the CEI Unit Purchase Agreement. The CEI Remaining Units were issued to the CEI Holder in accordance with the CEI Unit Purchase Agreement on the CEI Class B Final Funding Date. On the Purchaser Class B Initial Funding Date, the Purchaser Initial Class B Units were issued to the Purchaser in accordance with the Unit Purchase Agreement. The Remaining Units shall be issued to the Purchaser in accordance with the Unit Purchase Agreement. The CTPL Class B Units shall be issued to the CEI Holder in accordance with the CEI Subscription Agreement.
(B) Upon each issuance of Class B Units, the General Partner may, in exchange for a proportionate number of General Partner Units to maintain its Percentage Interest as of such date, make an additional Capital Contribution in an amount equal to the product of (x) the quotient obtained by dividing (1) the Percentage Interest of the General Partner immediately prior to such issuance, by (2) a percentage equal to 100%, less such Percentage Interest and (y) the amount contributed to the Partnership by the holders of Class B Units in exchange for such issuance of Class B Units.
Issuance of Class B Units. The Company may only issue Class B Units to FTB and its Affiliates and their permitted transferees hereunder, and to any holder of Class C Non-Voting Units to the extent there is a distribution of Class B Units on the Class B Units or Class C Non-Voting Units.
Issuance of Class B Units. On the Closing Date, the Partnership shall issue 2,521,570 Class B Units to the Initial Class B Holder. The Capital Account of such Class B Units shall be $0 as of the Closing Date and will constitute a profits interest in the Partnership for federal income tax purposes.
Issuance of Class B Units. 1.1 Upon the execution by Grantee of the Company LLC Agreement (or a joinder thereto) and his delivery thereof to the Company, and subject to the other terms and conditions of this Agreement and the Company LLC Agreement, the Company hereby grants to Grantee an award of unvested Class B Units, with a Distribution Threshold equal to the fair market value of the Partnership as of the Date of Grant as determined by a third party valuation firm, in each case subject to adjustment as set forth in this Agreement and/or the Company LLC Agreement, which adjustments may be made effective as of the Date of Grant. The Class B Units are hereby designated as “Catch-Up Profits Units” (as defined in the Company LLC Agreement) such that they will “catch-up” on distributions or appreciation from and after such Distribution Threshold is met so that, assuming sufficient distributions or appreciation, the Class B Units will “catch-up” and receive the same economics in any applicable distribution under the terms of the Company LLC Agreement that they would have received if the Class B Units had a Distribution Threshold of $0. of the Class B Units shall be subject to vesting in accordance with Paragraph 3 of this Agreement.
1.2 By entering into this Agreement Grantee agrees and acknowledges that (a) Grantee has received and read a copy of the Company LLC Agreement, (b) the Class B Units are subject to the Company LLC Agreement, the terms of which is hereby incorporated herein by reference and made part of this Agreement, and (c) Grantee shall be bound by all of the terms and conditions of the Company LLC Agreement. In the event of a conflict between any term or provision contained in this Agreement and a term or provision of the Company LLC Agreement, the applicable terms and provisions of the Company LLC Agreement shall govern and prevail.
1.3 For the avoidance of doubt, no distributions of cash or other Property or other operating distributions shall be made to Grantee unless otherwise determined by the Managing Member.
Issuance of Class B Units. As soon as practicable after each Distribution Date, the Board shall determine (w) the estimated amount of Disputed Claims and Estimated Claims as of such Distribution Date that may become Allowed Claims under the Plan, (x) the Estimated Additional Pro Rata Share for each holder of a Disputed Claim and Estimated Claim as of the Effective Date whose Disputed Claim or Estimated Claim has become an Allowed Claim during the Quarterly Period ending on such Distribution Date, (y) the Estimated Pro Rata Share for each existing Class A Member and Class B Member as of such Distribution Date and (z) the amount of any increase to the Maximum Class A/B Unit Amount. Promptly after such determinations:
(i) the Company shall issue to each holder of a Disputed Claim or Estimated Claim as of the Effective Date whose Disputed Claim or Estimated Claim has become an Allowed Claim during the Quarterly Period ending on such Distribution Date (A) a number of Class B Units equal to such holder’s Estimated Additional Pro Rata Share multiplied by the Maximum Class A/B Unit Amount as of such Distribution Date, and such issuance shall be reflected on Schedule A-1 and such holder shall be a Class B Member as of such Distribution Date upon execution and delivery to the Company of a counterpart signature page to this Agreement (provided that if such holder was already a Class A Member or Class B Member immediately prior to such Distribution Date, such holder shall not be required to execute and deliver such counterpart signature page), and (B) to the extent of Available Cash (after taking into account any distributions required under Section 11.1(i)), as determined by the Board, any distributions to which such holder is entitled under Section 11.1(ii) with respect to such Class B Units;
(ii) subject to clause (iii) below, in the event that either (x) during the Quarterly Period ending on such Distribution Date, any Disputed Claim or Estimated Claim has been rejected or otherwise resolved without becoming an Allowed Claim and the Estimated Pro Rata Shares of the Class A Members and Class B Members as of such Distribution Date have _________________________ 1 A total of 19,000,000 Class A Units and Class B Units will be authorized. The number of authorized Class A Units will equal the number of Class A Units issued as of the Effective Date. Class A Units will only be issued as of the Effective Date. The number of authorized Class B Units will be equal to (a) 19,000,000 minus (b) the numbe...
Issuance of Class B Units. The Company is authorized to issue the number of Class B Units contemplated by the Master Reorganization Agreement. The Class B Units are intended to be “profits interests” from a U.S. federal income tax perspective and will be assigned a Hurdle Amount upon issuance, which in the case of the Class B Units issued to TES Carried Interest Holders in connection with the Ranger Reorganization shall equal the Hurdle Amount (as defined in the TES Holdings I LLC Agreement) for the corresponding Class B Units of TES Holdings I that are to be redeemed in connection with the Ranger Reorganization.
Issuance of Class B Units. Notwithstanding any other provision of this Agreement, the Company shall issue no Class B Units in excess of the number of such Class B Units authorized or issued and outstanding as of the effective date of this Amendment without the prior written Consent of holders of Class B Units having a majority of the then outstanding Class B Units; provided, however, that any Class B Units repurchased by the Company pursuant to the terms of this Agreement or pursuant to any other agreement or arrangement shall no longer be considered to be issued and outstanding for purposes of this Agreement or the LLC Agreement and shall once again be available for issuance by the Company without the consent of the holders of Class B Units.
Issuance of Class B Units. The parties hereto agree that Xxxxxxx Xxxxxx and Xxxxxx Xxxxxx, each being an executive officer eligible to be issued Class B Units pursuant to Section 3.5(b) of the Agreement, shall each be issued sixteen (16) Class B Units, and Schedule A shall be amended as attached hereto.
Issuance of Class B Units. The LP (or its successor) intends to establish a new class of units (“Class B Units”) in the form of profits interests that can be granted to Executive and other employees of the LP. It is expected that the total pool of Class B Units will equal 10% of the outstanding Class A Units. The Class B Units are intended to qualify as “profits interests” under applicable rules and guidance issued under the Internal Revenue Code (“Code”). Executive will be granted 45% of the total available pool of Class B Units. There will be three tranches of Class B Units (collectively the “Tranches”) as set forth below and Executive will receive one-third of his Class B Units in each Tranche. As a condition of grant of the Class B Units, Executive will become a member of the LP and will be required to execute applicable documentation provided by the LP to memorialize such issuance of units. Executive will have the rights and obligations provided under the LP Agreement. Executive’s Class B Units will be entirely unvested at grant and will have terms and conditions that will include the following:
(a) Tranche A Units of the Class B Units will vest incrementally pro-rata (25%) on each of the first four anniversaries of the date of grant subject to continued employment. Tranche A Units will be eligible for a pro-rata share in Sale of LP proceeds that are distributed after Investors have received distributions that equal the product of 1.1 multiplied by the Base Value.
(b) Tranche B Units of the Class B Units will vest incrementally pro-rata (20%) on each of the first five anniversaries of the date of grant subject to continued employment. Tranche B Units will be eligible for a pro-rata share in Sale of LP proceeds that are distributed after Investors have received distributions that equal the product of 1.21 multiplied by the Base Value.
(c) Tranche C Units of the Class B Units will vest pro-rata in 16.67% increments on each of the first five anniversaries of the date of grant and the final increment of 16.67% shall vest on June 30, 2016, subject to continued employment. Tranche C Units will be eligible for a pro-rata share in Sale of LP proceeds that are distributed after Investors have received distributions that equal the product of 1.331 multiplied by the Base Value.
(d) Only LP capital distributions (excluding tax distributions) will reduce the foregoing Tranche distribution thresholds.
(e) Distributions of Sale of LP proceeds shall be as provided in the LP Agreement and/or th...
