Unvested Class B Units Clause Samples
The "Unvested Class B Units" clause defines the status and treatment of Class B equity units that have not yet met the conditions required for vesting. Typically, these units are granted to employees or service providers as part of an incentive plan, but remain subject to forfeiture until certain milestones, such as continued employment or performance targets, are achieved. This clause clarifies that unvested units do not confer full ownership rights, such as voting or dividend rights, and may be repurchased or cancelled if the recipient leaves the company before vesting. Its core function is to protect the company by ensuring that equity incentives are only fully earned by those who fulfill their service or performance commitments.
Unvested Class B Units. For the avoidance of doubt, a Class B Member may not Exchange any unvested Class B Units at any time.
Unvested Class B Units. Except as the Company may otherwise agree in the Restricted Unit Agreement granting such Class B Units, upon (x) any termination of the employment of a Class B Member (or former Class B Member) by the Company or any of its Subsidiaries or any resignation thereof of a Class B Member (or former Class B Member) or (y) such Class B Member’s (or former Class B Member’s breach) of Section 8.8 or any other non-competition, non-solicitation (including of Clients or employees), non-hire, confidentiality or non-disparagement covenant of a Class B Member (or former Class B Member), the Unvested Class B Units held by such Class B Member or originally issued to such former Class B Member but held by one or more Transferees of such former Class B Member shall automatically be forfeited, terminated and cancelled.
Unvested Class B Units. Unless otherwise determined by the Board in its sole discretion, no Applicable Distribution (other than a Tax Distribution) shall be made in respect of any Unvested Class B Units. The amount of any Applicable Distribution that would have otherwise been distributed in respect of such Unit that is an Unvested Class B Unit had such Unit been a Vested Class B Unit at the time of such initial Applicable Distribution (for each such Unvested Class B Unit, the “Unpaid Amount”) shall be distributed solely to the holders of Class A Units pro rata in accordance with their respective ownership of Class A Units at such time. To the extent that any such Unvested Class B Units that were outstanding at the time of such initial Applicable Distribution subsequently become Vested Class B Units and are outstanding at the time of any subsequent Applicable Distribution (any such outstanding Vested Class B Units, “Subsequently Vested Class B Units”, and such subsequent Applicable Distribution, a “Subsequent Applicable Distribution”), then on the date of such Subsequent Applicable Distribution, the amounts that would otherwise have been distributable in such Subsequent Applicable Distribution in respect of the Class A Units held by the respective holders thereof under Section 5.3(b)(i)(C) shall be distributed instead to the holders of such Subsequently Vested Class B Units in respect of their respective Subsequently Vested Class B Units until such amounts (plus any amounts previously distributed to such Subsequently Vested Class B Units under this Section 5.3(b)(iii)) equal the Unpaid Amounts which otherwise would have been distributable in such initial Applicable Distribution under Section 5.3(b)(i)(C) if such Subsequently Vested Class B Units had been Vested Class B Units at the time of such initial Applicable Distribution; provided, that, with respect to any such Subsequent Applicable Distribution, in the event that the sum of (x) the amount of such Subsequent Applicable Distribution that would be distributed to the holders of Class A Units in respect of their Class A Units under Section 5.3(b)(i)(C) plus (y) any amounts previously distributed to such Subsequently Vested Class B Units under this Section 5.3(b)(iii) is less than the aggregate amount of such Unpaid Amounts (such deficit with respect to each such Subsequently Vested Class B Unit, the “Unpaid Amount Deficit”), then the terms of this Section 5.3(b)(iii) shall continue to apply to any further Subsequent Applicable D...
Unvested Class B Units. All of the Awarded Units issued pursuant to this Agreement shall initially be Unvested Class B Units under the LLC Agreement, shall be subject to all of the restrictions on Unvested Class B Units (as well as on Class B Units, in general) under the LLC Agreement, and shall carry only such rights as are conferred on Unvested Class B Units under the LLC Agreement. The Grantee shall not be entitled to receive any distributions from the Company with respect to any Unvested Class B Units at any time. Unvested Awarded Units will become Vested Awarded Units (as defined below) in accordance with the provisions of Section 4 of this Agreement.
Unvested Class B Units. Except as set forth in Section 2.3, upon a termination of Service of the Participant for any reason, all unvested Class B Units as of such date of termination, shall immediately be forfeited and canceled in their entirety without any consideration.
Unvested Class B Units. (i) Forfeiture upon Any Termination of Employment. Immediately upon the termination of employment of any Affected Member with WMG and its Affiliates for any reason, all unvested Class B Units of such Affected Member will be forfeited to the Company without any payment by the Company to such Affected Member in respect thereof.
(ii) Forfeiture upon Change in Control. Except as otherwise determined by the Managing Member or provided in Section 3.2(d)(ii), immediately prior to a Change of Control, each outstanding unvested Class B Unit shall be immediately forfeited, without any payment to the Service Members.
Unvested Class B Units