Issuances of Class B-1 Units Sample Clauses

Issuances of Class B-1 Units. In connection with the IPO and pursuant to the Reorganization Agreement, (i) the Company converted all Prior Units then held by Insignia, the Management Parties and the Legacy Profits Interest Holders into Class B-1 Units, (ii) Insignia and the Management Parties conveyed a portion of the Class B-1 Units held by them to Intermediate Holdco, (iii) the Legacy Profits Interest Holders conveyed all of the Class B-1 Units held by them to Intermediate Holdco and withdrew as Members. At the Effective Time and after giving effect to the Reorganization Transactions, Insignia and the Management Parties shall hold the number of Class B-1 Units set forth opposite its name under the column “Class B-1 Units” on Exhibit A, which shall collectively represent all the Class B-1 Units then outstanding. A portion of the Class B-1 Units held by the Management Parties shall be issued subject to vesting provisions set forth in separate agreements (each, a “Class B-1 Unit Vesting Agreement”), the provisions of which may be determined, altered or waived in the sole discretion of the Managing Member subject to any consents required under the applicable Class B-1 Unit Vesting Agreement. After the Effective Time, for each Class B-1 Unit the Company issues to a Member, Pubco shall issue one Class B Common Stock to such Member.
Sample 1
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Issuances of Class B-1 Units. In connection with the IPO and pursuant to the Reorganization Agreement, (i) the Company converted all Prior Units (other than those then held by Intermediate Holdco) into Class B-1 Units, (ii) Insignia and the Management Parties conveyed a portion of the Class B-1 Units held by them to Intermediate Holdco, (iii) the Legacy Profits Interest Holders conveyed all of the Class B-1 Units held by them to Intermediate Holdco and withdrew as Members. At the Effective Time and after giving effect to the Reorganization Transactions, Class B-1 Units shall be held in such numbers as set forth opposite the applicable Member’s name under the column “Class B-1 Units” on Exhibit A, which shall collectively represent all the Class B-1 Units then outstanding. Each Class B-1 Unit issued upon the conversion of a Prior Unit representing “profits interests” within the meaning of Revenue Procedure Procedures 93-27 and 2001-43 for U.S. federal income tax purposes and for which the applicable conditions to vesting of such Prior Unit under the applicable the applicable Restricted Unit Plan and Restricted Unit Award Agreement pursuant to which such Prior Unit was issued have not been satisfied in full as of the time of the IPO (any such Prior Unit, an “Unvested Prior Unit”) shall be issued subject to the terms of such Restricted Unit Plan and Restricted Unit Award Agreement which are hereby incorporated herein by reference mutatis mutandis, except that references to the applicable Unvested Prior Unit shall be deemed to refer to the corresponding Class B-1 Units upon the conversion of such Unvested Prior Unit (“Unvested Class B-1 Units”), and any references to the rights and distributions of the Unvested Prior Unit as a “profits interest” for U.S. federal income tax purposes shall be interpreted to refer to such corresponding Unvested Class B-1 Units as a capital interest in the Company for U.S. federal income tax purposes. Notwithstanding the immediately preceding sentence, if any holder of Unvested Class B-1 Units has subscribed for shares of Class B Common Stock and entered into separate agreements with the Company relating to the terms of vesting of such Unvested Class B-1 Units (each, a “Class B-1 Unit Vesting Agreement”), the provisions of which may be determined, altered or waived in the sole discretion of the Managing Member subject to any consents required under the applicable Class B-1 Unit Vesting Agreement, then the terms of such Class B-1 Unit Vesting Agreement shall su...
Sample 1

Related to Issuances of Class B-1 Units

  • Reservation of Class A Ordinary Shares The Company shall at all times reserve and keep available a number of its authorized but unissued Class A ordinary shares that shall be sufficient to permit the exercise in full of all outstanding Warrants issued pursuant to this Agreement.

  • Class B Units The term “Class B Units” means the Units having the privileges, preferences, and rights specified with respect to “Class B Units” in this Agreement, including those described in Section 7.1(c)(3).

  • Class A Units If a Warrantholder exercises Warrants in connection with a tender offer for settlement prior to the First Regular Call Date, each Class A Unit called in connection with such exercise shall receive, in addition to principal and accrued interest, $1.50 per Class A Unit from the proceeds of the Warrant exercise. Class B Payments: If a Warrantholder exercises Warrants, then the Class B Units designated to be called in connection with such exercise shall receive the corresponding portion of the Class B Present Value Amount, adjusted for accrued Class B Payments on the Class B Units otherwise paid. If the Underlying Security Issuer redeems Underlying Securities and the previous paragraph does not apply, then the Class B Units designated for a redemption in connection with such redemption of Underlying Securities shall receive the amount with respect to the Class B Present Value Amount allocated for distribution in accordance with the applicable provisions of the Distribution Priorities below, paid as of the date of such redemption as an additional distribution.

  • ATTRIBUTION OF CLASS C SHARES Class C shares that are outstanding from time to time, shall be attributed to the Distributor and each Successor Distributor in accordance with the following rules;

  • Issuances of Additional Partnership Interests (a) The Partnership may issue additional Partnership Interests (other than General Partner Interests) and Derivative Partnership Interests for any Partnership purpose at any time and from time to time to such Persons for such consideration and on such terms and conditions as the General Partner shall determine, all without the approval of any Limited Partners.

  • Additional Capital Contributions and Issuances of Additional Partnership Interests Except as provided in this Section 4.2 or in Section 4.3, the Partners shall have no right or obligation to make any additional Capital Contributions or loans to the Partnership. The General Partner may contribute additional capital to the Partnership, from time to time, and receive additional Partnership Interests in respect thereof, in the manner contemplated in this Section 4.2.

  • Issuances of Additional Partnership Securities (a) The Partnership may issue additional Partnership Securities and options, rights, warrants and appreciation rights relating to the Partnership Securities for any Partnership purpose at any time and from time to time to such Persons for such consideration and on such terms and conditions as the General Partner shall determine, all without the approval of any Limited Partners.

  • Issuance of Class A Ordinary Shares on Exercise As soon as practicable after the exercise of any Warrant and the clearance of the funds in payment of the Warrant Price (if payment is pursuant to subsection 3.3.1(a)), the Company shall issue to the Registered Holder of such Warrant a book-entry position or certificate, as applicable, for the number of Class A ordinary shares to which he, she or it is entitled, registered in such name or names as may be directed by him, her or it on the register of members of the Company, and if such Warrant shall not have been exercised in full, a new book-entry position or countersigned Warrant, as applicable, for the number of shares as to which such Warrant shall not have been exercised. Notwithstanding the foregoing, the Company shall not be obligated to deliver any Class A ordinary shares pursuant to the exercise of a Warrant and shall have no obligation to settle such Warrant exercise unless a registration statement under the Securities Act with respect to the Class A ordinary shares underlying the Public Warrants is then effective and a prospectus relating thereto is current, subject to the Company’s satisfying its obligations under Section 7.4 or a valid exemption from registration is available. No Warrant shall be exercisable and the Company shall not be obligated to issue Class A ordinary shares upon exercise of a Warrant unless the Class A ordinary shares issuable upon such Warrant exercise have been registered, qualified or deemed to be exempt from registration or qualification under the securities laws of the state of residence of the Registered Holder of the Warrants. Subject to Section 4.6 of this Agreement, a Registered Holder of Warrants may exercise its Warrants only for a whole number of Class A ordinary shares. The Company may require holders of Public Warrants to settle the Warrant on a “cashless basis” pursuant to Section 7.4. If, by reason of any exercise of Warrants on a “cashless basis”, the holder of any Warrant would be entitled, upon the exercise of such Warrant, to receive a fractional interest in a Class A ordinary share, the Company shall round down to the nearest whole number, the number of Class A ordinary shares to be issued to such holder.

  • Class B Shares As of December 1, 2009, Class B shares of the Virtus Mutual Funds are no longer available for purchase by new or existing shareholders, except for the reinvestment of dividends or capital gains distributions into existing Class B share accounts, and for exchanges from existing Class B share accounts to other Virtus Mutual Funds with Class B shares.

  • Preferred Units Without the consent of any Common Unitholder and notwithstanding anything herein to the contrary, the Board may cause the Company to issue one or more series of Preferred Units, which Preferred Units would have rights senior to those of the Common Units, and such other characteristics as the Board may determine, but, for so long as the Company operates as a closed-end management investment company, in a manner that complies with the legal requirements applicable to a closed-end management investment company. Prior to the issuance of a series of Preferred Units, the Board shall set the terms, preferences, conversion or other rights, voting powers, restrictions, limitations as to distributions, qualifications and terms or conditions of redemption.

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