Series B Units. (a) As of the Effective Date, each Member listed on a schedule to be maintained in the books and records of the Company (the “Series B Members Schedule”) has been issued the number of Series B Units set forth opposite such Member’s name under the columns titled “Vested Series B Units” and “Unvested Series B Units” on the Series B Members Schedule. Following the Effective Date, Series B Units may be issued to any employee of a Jagged Peak Employer; provided, however, that the issuance of any Series B Units shall require the consent of the Board of Directors of PubCo and the Manager. Recipients of Series B Units will be admitted as Members of the Company with respect to their Series B Units upon their execution of an Award Letter (an “Award Letter”) reflecting their agreement to be bound by all of the terms and conditions of this Agreement. Series B Units shall vest or remain unvested in the manner and subject to the terms and conditions set forth in the applicable Award Letter under which such Series B Units were granted. The terms and conditions of any Award Letter pursuant to which Series B Units are granted shall require the approval of the Manager and the Board of Directors of PubCo. The Company shall provide to each Series B Member upon reasonable advance notice and during normal business hours access to the Series B Members Schedule solely as it relates to such Series B Member.
(b) At such time that any Unvested Series B Unit becomes a Vested Series B Unit, the Company shall distribute one share of Common Stock to the holder of such Vested Series B Unit, together with the shares of Common Stock, other securities in PubCo, cash, assets and any other rights distributed by PubCo to the Company in respect of such share of Common Stock after the Effective Date and prior to the time of such distribution (such distribution to be appropriately adjusted by Quantum and the Manager to take into account any adjustment as a result of any subdivision (by any split, distribution or dividend, reclassification, reorganization, recapitalization or otherwise) or combination (by reverse split, reclassification, recapitalization or otherwise) of the Common Stock). Following such distribution, such Vested Series B Unit shall be cancelled and shall no longer be outstanding and the number of Series B Units authorized pursuant to Section 3.2 shall be correspondingly reduced. The Company shall take such actions as are reasonably necessary to cause any share of Common Stock (or...
Series B Units. Each Series B unit of limited partnership interest of CPF XVII outstanding immediately prior to the consummation of the Merger shall remain outstanding and unchanged, with all of the rights set forth in the Partnership Agreement.
Series B Units. Each Series B unit of limited partnership interest of CCIP/3 outstanding immediately prior to the consummation of the Merger shall remain outstanding and unchanged, with all of the rights set forth in the Partnership Agreement.
Series B Units. (i) The Company may issue an aggregate of up to 16,923,077 Series B Units pursuant to Restricted Unit Agreements. The Series B Units may be vested (the “Vested Series B Units”) or unvested (the “Unvested Series B Units”). Unvested Series B Units shall vest or remain unvested in the manner and subject to the conditions set forth in the applicable Restricted Unit Agreement under which such Units were granted. The Company shall not issue Series B Units to any Person who has not executed and delivered to the Company the applicable Restricted Unit Agreement, together with one or more of the following agreements selected by the Board: (A) a non-competition and confidentiality agreement, substantially in the form attached hereto as Exhibit H, or in the form as otherwise approved by the Board, (B) a confidentiality, non-solicitation and non- disparagement agreement in the form approved by the Board, or (C) an employment agreement in the form approved by the Board. Notwithstanding anything to the contrary in this Agreement or the other Transaction Documents, in the event of a Change of Control, or upon the occurrence of a Liquidation Event, (x) the Compensation Committee, in its sole discretion, may allocate and cause the Company to issue all authorized but unissued Series B Units (not including any previously issued Series B Units that have been redeemed by or forfeited to the Company) and (y) all outstanding Series B Units shall automatically become Vested Series B Units. Furthermore, notwithstanding anything to the contrary in this Agreement or the other Transaction Documents, in the event of the death or disability of a Member, all outstanding Unvested Series B Units held by such Member shall automatically become Vested Series B Units.
(ii) The Series B Units are intended to constitute “profits interests” within the meaning of Revenue Procedures 93-27 and 2001-43 (or the corresponding requirements of any subsequent guidance promulgated by the IRS or other applicable law). Accordingly, the capital account associated with each Series B Unit at the time of its issuance shall be equal to zero dollars ($0.00). The Company and the holders of Series B Units shall file all federal income tax returns consistent with such characterization.
(iii) Of the aggregate authorized number of Series B Units, 6,288,000 have been designated by the Board as “Series B-1 Units” and issued on or prior to the date hereof with a Designated Value of $0.00, and 2,329,000 have been designate...
Series B Units. From and after the Establishment Date, the following assets shall be allocated solely to the Series B Units for all purposes, and shall be so recorded upon the books of account of the Partnership: (i) all of the Partnership’s membership interest in Canyon Crest, L.L.C., a Delaware limited liability company (the “Series B Subsidiary”), (ii) all consideration received by the Partnership from the issuance or sale of any Series B Units, or from any additional capital contributions relating to the Series B Units, and all assets in which such consideration is invested, and (iii) all interest, dividends, distributions, income, earnings, profits, gains and proceeds from any assets described in the foregoing clauses (i) and (ii), including any proceeds derived from the refinancing, sale or other disposition of such assets, and any funds or payments derived from any reinvestment of such proceeds. No Limited Partners, other than Limited Partners who hold Series B Units, shall have any claim on or any right to any assets allocated solely to the Series B Units.
Series B Units. Each Series B Member’s ownership interest in the Company shall be represented by the Series B Units held by such Series B Member. The name, present mailing address, initial Capital Account balance, number of Series B Units held and the Series B Percentage of each Series B Member shall be set forth on Schedule A attached hereto, as amended from time to time.
(a) Except as otherwise required by law, the Series B Units shall have no voting rights. The Series B Units issued hereunder are intended to be “profits interests” for United States federal income tax purposes under Revenue Procedures 93-27 and 2001-43 and will be issued to the Series B Members in exchange for services to be provided by the Series B Members to the Company. Initially, the capital account associated with each Series B Unit at the time of issuance shall be equal to zero dollars ($0.00).
(b) The Series B Units issued to the Series B Members shall vest in 20% increments on the date of issuance and each of the first four anniversaries of the date of issuance of such Series B Units. The vesting schedule of each issuance of Series B Units with respect to each Series B Member shall be set forth on Schedule A attached hereto, as amended from time to time. In each case, unvested Series B Units shall be subject to the forfeiture and repurchase provisions set forth in Section 3.3(c). As of the Effective Date, a total of 100 Series B Units have been issued by the Company to Mxxxxx, all of which shall vest as set forth above.
Series B Units. (i) The Company hereby issues Fortis Operating in consideration of the services provided by and to be provided by Fortis Operating and its Subsidiaries for the benefit of the Company, pursuant to the Fortis Management Services Agreement, a number of Series B Units set forth opposite Fortis Operating’s name on Schedule II.
(ii) It is intended that the Series B Units issued on the Effective Date constitute Profits Interests. Each Series B Unit issued on the Effective Date shall have an initial Capital Account of zero dollars ($0.00).
Series B Units. On the Effective Date, the Company will issue to each Member listed on Schedule II, pursuant to the terms of the applicable Equity Grant Agreements, the number of Series B Units set forth opposite such Member’s name on Schedule II. After the Effective Date, the Company may from time to time with the approval of the Managing Member issue Series B Units up to the amounts specified in Section 3.2(a) to service providers of the Company Group as additional Members, in each case, pursuant to the terms of the applicable Equity Grant Agreements. All Series B Units issued to a Member hereunder shall be subject to the terms and conditions of the Equity Grant Agreement executed by such Member. The Series B Units may be vested (the “Vested Series B Units”) or unvested (the “Unvested Series B Units”). Unvested Series B Units shall vest or remain unvested in the manner and subject to the conditions set forth in the applicable Equity Grant Agreement under which such Series B Units are granted. Each Series B Unit is intended to be a Profits Interest and accordingly the initial Capital Account associated with each Series B Unit shall be equal to $0.00. The Company and the holders of such Series B Units shall file all U.S. federal income Tax Returns consistent with such characterization, unless otherwise required by applicable Law. The Series B Units shall have no voting, consent or approval rights of any nature except as provided in Section 13.4.
Series B Units. Series B Units will have the same rights as Series A Units except that Series B Units will be non-voting Units and Series B Units will not have the same ten (10) to one (1) conversion rights of Series A Units.
Series B Units. Each Series B Unit that is issued and outstanding immediately prior to the Effective Time shall be canceled and extinguished and shall be converted automatically into and become a right to receive, subject to Section 2.7 and otherwise subject to Section 2.8 and Section 2.9, at the times specified herein, an amount equal to the Zephyr Services Series B Per Unit Merger Consideration, as set forth on the Net Merger Consideration Payment Schedule.
