Series C Units Clause Samples

The 'Series C Units' clause defines the specific class of equity interests known as Series C Units within a company. This clause typically outlines the rights, preferences, and privileges associated with these units, such as voting rights, dividend entitlements, and liquidation preferences, distinguishing them from other classes like Series A or B. For example, Series C Units may have priority in receiving distributions or may be convertible into common units under certain conditions. The core function of this clause is to clearly delineate the terms and conditions governing Series C investors, ensuring transparency and preventing disputes regarding their rights and obligations.
Series C Units. (i) The Company may issue an aggregate of up to 8,791,209 Series C Units pursuant to Restricted Unit Agreements. The Series C Units may be vested (the “Vested Series C Units”) or unvested (the “Unvested Series C Units”). Unvested Series C 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 C 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 C Units (not including any previously issued Series C Units that have been redeemed by or forfeited to the Company) and (y) all outstanding Series C Units shall automatically become Vested Series C 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 C Units held by such Member shall automatically become Vested Series C Units. (ii) The Series C 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 C Unit at the time of its issuance shall be equal to zero dollars ($0.00). The Company and the holders of Series C Units shall file all federal income tax returns consistent with such characterization. (iii) Of the aggregate authorized number of Series C Units, 7,780,000 have been designated by the Board as “Series C-1 Units” and issued on or prior to the date hereof with a Designated Value of $10.00. The Company may from time to time...
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Series C Units. The issuance of the Series C Units by the Buyer has been duly authorized and approved by all requisite partnership actions, and such Series C Units shall, when issued in consideration for the contribution by the Seller of the Acquired Company Equity Interests (other than the ANR Central Gulf Interest) pursuant to Section 2(b)(ii), be validly issued, fully paid and (except as set forth in Sections 17-303(a) and 17-607 of the Delaware LP Act) non-assessable, and (except as described in the Buyer's limited partnership agreement) will not be subject to any preemptive rights created by statute, the Buyer's organizational documents or any other agreement to which the Buyer is a party or by which the Buyer is bound.
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Series C Units. Each Series C 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 and in accordance with the procedures set forth in 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 C Per Unit Merger Consideration, as set forth on the Net Merger Consideration Payment Schedule.
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Series C Units. Series C Units will have the same rights as Series A Units except that Series C Units will be non-voting Units and Series C Units will not have the same ten (10) to one (1) conversion rights of Series A Units. The units have been specifically authorized for issuance as part of a Regulation A+ capital raise. These units will not have the same transfer restriction as Series B Units.
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Series C Units. From and after the Establishment Date, the following assets shall be allocated solely to the Series C 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 CCIP Society Park East, L.L.C., a Delaware limited liability company (the “Series C Subsidiary”), (ii) all consideration received by the Partnership from the issuance or sale of any Series C Units, or from any additional capital contributions relating to the Series C 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 C Units, shall have any claim on or any right to any assets allocated solely to the Series C Units.
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Series C Units 
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Related to Series C Units

  • Class B Units Class B Unitholders shall not be entitled to vote in any matters relating to the Company, unless otherwise reserved to the Members by the Act. In addition to the other rights and obligations of Class B Unitholders hereunder, Class B Units shall entitle the holder of such Class B Units to (i) Tax Distributions pursuant to Section 4.01(b), and (ii) a preferred return equal to the Class B Preferred Return Amount. The Class B Preferred Return Amount shall not be required to be paid annually but shall accrue and become payable at the earlier of (x) the fifth (5th) anniversary of the Effective Time, or (y) a liquidation of, or a taxable sale of substantially all of the assets of, the Company. Upon the occurrence of an event referenced in clause (y) above, each Class B Unitholder shall also be paid such Class B Unitholder’s Class B Preferred Return Base Amount, in addition to all of the outstanding, accrued and unpaid Class B Preferred Return Amount. On the seventh (7th) anniversary of the Effective Time, each Class B Unitholder may, at its option and in accordance with the notice and other procedural provisions set forth in Section 11.01(a) (the “7 Year Put Option”), sell all (but not less than all) of its Class B Units to the Company for an amount equal to such Class B Unitholder’s Class B Preferred Return Base Amount plus any outstanding and accrued Class B Preferred Return Amount of such Class B Unitholder (the “Class B Option Consideration”) and, upon the exercise of the 7 Year Put Option by any Class B Unitholder, the Company shall purchase all of such holder’s Class B Units for the Class B Option Consideration. Notwithstanding anything herein to the contrary, no Class B Preferred Return Amount shall be due and payable with respect to such Class B Units pursuant this Section 3.02(b) at such time or times specified in this Section 3.02(b) unless such Class B Units remain issued and outstanding at such time or times and no Redemption or Direct Exchange of such Class B Units described in Article XI hereof has occurred.

  • Common Units The capital structure of the Company shall consist of one class of common interests (the "Common Units"). The Company shall have authority to issue one thousand (1,000) Common Units. Each Common Unit shall have one vote and shall otherwise be identical with each other Common Unit in every respect.

  • Preferred Units Notwithstanding anything to the contrary, the provisions of Section 14.3 are not applicable to Preferred Units or the holders of Preferred Units. Holders of Preferred Units shall have no voting, approval or consent rights under this Article XIV. Voting, approval and consent rights of holders of Preferred Units shall be solely as provided for and set forth in Article XVI.

  • 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.

  • OP Units Any portion of the Consideration payable hereunder in the form of common units of limited partnership interests of the Operating Partnership (“OP Units”) shall be registered in the name of Contributor. OP Units will not be delivered to Contributor unless Section 2.2(j) hereof is true and correct as of the Closing Date. No fractional OP Units will be issued and OP Units will be rounded to the nearest whole number. The Consideration payable to Contributor, whether in cash, in OP Units or a combination thereof, may be reduced by the amount the Operating Partnership reasonably determines must be withheld for tax purposes. The rights and obligations of holders of OP Units as of the Closing will be as set forth in the First Amended and Restated Agreement of Limited Partnership of the Operating Partnership (the “Partnership Agreement”), the form of which was filed as Exhibit 10.1 to Amendment No. 1 to the REIT’s Registration Statement on Form S-11 (File No. 333-231677), which the REIT filed with the U.S. Securities and Exchange Commission (the “SEC”) on May 31, 2019 (the “IPO Registration Statement”). Although initially the OP Units will not be certificated and the Operating Partnership does not currently expect the OP Units will ever be certificated, any certificates, subsequently issued evidencing the OP Units will bear appropriate legends (i) indicating that the issuance of the OP Units has not been registered under the Securities Act of 1933, as amended (“Securities Act”) and that the OP Units may not be transferred absent registration under the Securities Act or an exemption from the registration requirements, (ii) indicating that the Partnership Agreement will restrict the transfer of the OP Units and (iii) describing the ownership limitations and transfer restrictions imposed by the charter of the REIT with respect to shares of the REIT’s capital stock.