Carried Units definition

Carried Units. Certain definitions are set forth in Section 9 of this Agreement. Certain provisions of this Agreement are intended for the benefit of, and will be enforceable by, GTCR Fund VII, L.P., a Delaware limited partnership (“GTCR Fund VII”), GTCR Fund VII/A, L.P., a Delaware limited partnership (“GTCR Fund VII/A”), GTCR Co-Invest, L.P., a Delaware limited partnership (“GTCR Co-Invest”, together with GTCR Fund VII, GTCR Fund VII/A and any other investment fund managed by GTCR Xxxxxx Xxxxxx, L.L.C., each an “Investor” and collectively, the “Investors”). Employer desires to employ Executive on the terms and conditions set forth herein, and Executive is willing to accept such employment on such terms and conditions.
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Carried Units will continue to be Carried Units in the hands of any holder other than Executive (except for the Company and the Investors and except for transferees in a Public Sale), and except as otherwise provided herein, each such other holder of Carried Units will succeed to all rights and obligations attributable to Executive as a holder of Carried Units hereunder. Carried Units will also include equity of the Company (or a corporate successor to the Company) issued with respect to Carried Units (i) by way of a unit split, unit dividend, conversion, or other recapitalization (excluding any Class A Preferred issued herein) or (ii) by way of reorganization or recapitalization of the Company in connection with the incorporation of a corporate successor prior to a Public Offering. Notwithstanding the foregoing, all Unvested Units shall remain Unvested Units after any Transfer thereof.
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Carried Units. Certain definitions are set forth in Section 9 of this Agreement. The execution and delivery of the Prior Agreement by Holdings LLC, Employer and Executive was a condition to the purchase of Holdings LLC’s Class B Preferred Units and Common Units by GTCR Fund VII, L.P., a Delaware limited partnership (“GTCR Fund VII”), GTCR Fund VII/A, L.P., a Delaware limited partnership (“GTCR Fund VII/A”), GTCR Co-Invest, L.P., a Delaware limited partnership (“GTCR Co-Invest”, together with GTCR Fund VII, GTCR Fund VII/A and any other investment fund managed by GTCR Xxxxxx Xxxxxx, L.L.C., each an “Investor” and collectively, the “Investors”) pursuant to a unit purchase agreement between Holdings LLC and the Investors dated as of February 14, 2002 (the “Purchase Agreement”). Certain provisions of this Agreement are intended for the benefit of, and will be enforceable by, the Investors. Employer desires to employ Executive on the terms and conditions set forth herein, and Executive is willing to accept such employment on such terms and conditions.
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Examples of Carried Units in a sentence

  • In exchange, Executive hereby authorizes Holdings LLC and the Company to cancel on the Effective Date the certificate or certificates representing the Carried Units.

  • Upon the occurrence of a Sale of the Company, the Company will return any such certificates for the Carried Units to the record holders thereof.

  • Any Transfer or attempted Transfer of any Carried Units in violation of any provision of this Agreement shall be void, and the Company shall not record such Transfer on its books or treat any purported transferee of such Carried Units as the owner of such equity for any purpose.

  • If any such restrictions prohibit (i) the repurchase of Carried Units hereunder which the Company is otherwise entitled to make or (ii) dividends or other transfers of funds from one or more Subsidiaries to the Company to enable such repurchases, then the Company may make such repurchases as soon as it is permitted to make repurchases or receive funds from Subsidiaries under such restrictions.

  • At the time the Company delivers the Supplemental Repurchase Notice to the holder(s) of Carried Units, the Company shall also deliver written notice to each Investor setting forth the number of units such Investor is entitled to purchase, the aggregate purchase price and the time and place of the closing of the transaction.

  • Except as otherwise provided herein, this Agreement shall bind and inure to the benefit of and be enforceable by Executive, the Company, the Employer, the Investors and their respective successors and assigns (including subsequent holders of Carried Units); provided that the rights and obligations of Executive under this Agreement shall not be assignable except in connection with a permitted transfer of Carried Units hereunder.

  • No holder of Carried Units may Transfer any Carried Units (except pursuant to an effective registration statement under the Securities Act) without first delivering to the Company a written notice describing in reasonable detail the proposed Transfer, together with an opinion of counsel (reasonably acceptable in form and substance to the Company) that neither registration nor qualification under the Securities Act and applicable state securities laws is required in connection with such transfer.

  • The number of Unvested Units and Vested Units to be repurchased hereunder shall be allocated among the Company and the Investors pro rata according to the number of Carried Units to be purchased by each of them.

  • Each Investor will pay for the Carried Units purchased by it by a check or wire transfer of funds.

  • If the number of Carried Units then held by Executive is less than the total number of Carried Units which the Company has elected to purchase, the Company shall purchase the remaining Carried Units elected to be purchased from the other holder(s) of Carried Units under this Agreement, pro rata according to the number of Carried Units held by such other holder(s) at the time of delivery of such Repurchase Notice (determined as nearly as practicable to the nearest unit).


More Definitions of Carried Units

Carried Units has the meaning assigned to it in the Recitals to this Agreement. Carried Units will continue to be Carried Units in the hands of any holder other than Employee (except for the Partnership and TB and except for transferees in a Public Sale) and, except as otherwise provided herein, each such other holder of Carried Units will succeed to all rights and obligations attributable to Employee as a holder of Carried Units hereunder. Carried Units shall also include equity securities of the Partnership issued with respect to Carried Units by way of a unit split, distribution of units or other recapitalization. For the avoidance of doubt, all Unvested Units shall remain Unvested Units after any Transfer (as such term is defined in the LP Agreement). Any Units issued in respect of a contribution of Carried Units will continue to be Carried Units for purposes of this Agreement and the LP Agreement, and will have the same rights and obligations binding upon Carried Units (including, for the avoidance of doubt, Article VIII (Transfer of Partnership Interests) and Article XII (Change in Business Form; Merger) of the LP Agreement), and any such contribution or exchange shall in no way modify or limit such rights or obligations.
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Carried Units will continue to be Carried Units in the hands of any holder other than Executive (except for the Company and the Investors and except for transferees in a Public Sale), and except as otherwise provided herein, each such other holder of Carried Units will succeed to all rights and obligations attributable to Executive as a holder of Carried Units
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Carried Units will continue to be Carried Units in the hands of any holder other than Executive (except for the Company and the Investors and except for transferees in a Public Sale), and except as otherwise provided herein, each such other holder of Carried Units will succeed to all rights and obligations attributable to Executive as a holder of Carried Units hereunder. Carried Units will also include equity of the Company (or a corporate successor to the Company) issued with respect to Carried Units (i) by way of a unit split, unit dividend, conversion, or other recapitalization (excluding any Class A Preferred issued herein) or (ii) by
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Related to Carried Units

  • LP Units means the non-voting limited partnership units in the capital of BEP, other than the Preferred Units, including any LP Units issued pursuant to the Redemption-Exchange Mechanism.

  • Unvested Units means those Units listed as unvested Units in the books and records of the Partnership, as the same may be amended from time to time in accordance with this Agreement.

  • Vested Units means those Units listed as vested Units in the books and records of the Partnership, as the same may be amended from time to time in accordance with this Agreement.

  • Partnership Units or “Units” has the meaning provided in the Partnership Agreement.

  • Class B Units means the Class B Units of the Company.

  • Covered Units means: (i) during the period of the Employee’s employment with the Corporation, each business unit of the Corporation; and (ii) following the Employment Termination Date, each business unit of the Corporation in or for which the Employee was employed or to which the Employee provided services or about which the Employee obtained or had access to Confidential Information, in each case of this clause (ii) at any time within the twenty-four (24)-month period prior to the Employment Termination Date. The Employee acknowledges and agrees that if the Employee is or was employed at a segment level, the Employee is providing or has provided services to and for, and has obtained and has or had access to Confidential Information about, each business unit of such segment; and if the Employee is or was employed at the corporate/headquarters level, the Employee is providing or has provided services to and for, and has obtained and has or had access to Confidential Information about, each business unit of the Corporation.

  • Class B LP Units means, collectively, the Class B limited partnership units of the Partnership, and “Class B LP Unit” means any one of them.

  • Common Units is defined in the Partnership Agreement.

  • Restricted Units has the meaning set forth in the recitals to this Award Agreement.

  • Vested LTIP Units has the meaning provided in Section 4.4(d) hereof.

  • Units means the units of the Company, each comprised of one share of Common Stock and one-half of one Warrant.

  • Membership Units means the limited liability company interests in the Company held by the Members, expressed as a number of units held by each Member and set forth opposite such Member's name on Schedule I attached hereto, as amended, modified or supplemented from time to time.

  • LTIP Units means LTIP Units, as such term is defined in the Partnership Agreement.

  • Unvested LTIP Units has the meaning provided in Section 4.4(d) hereof.

  • Class B Common Units has the meaning set forth in Section 1(a) hereof.

  • OP Units means units of limited partnership interest in the Operating Partnership.

  • Redeemed Units has the meaning set forth in Section 11.01(a).

  • General Partner Units has the meaning assigned to such term in the Partnership Agreement.

  • Company Units has the meaning set forth in the Recitals.

  • Class A Common Units means a Common Unit which is designated as a “Class A Common Unit” and which has the rights, preferences and other privileges designated in Annex A hereto and elsewhere in this Agreement in respect of holders of Common Units.

  • Common Unitholder means a Member who is the registered holder of Common Units.

  • Initial Common Units means the Common Units sold in the Initial Offering.

  • Class A LP Units means the Class A limited partnership units of the Partnership.

  • Incentive Units means those Partnership Interests described in Section 2 of the Incentive Unit Agreement.

  • LLC Units has the meaning set forth in the LLC Agreement.

  • Core Units means such Units of the Trust that are issued to Core Investors with the condition that these are not redeemable for a period of two years from the close of the First Offer Period. Such Units are transferable with this condition, but otherwise shall rank pari passu with all other Units, save for this restriction. Any transfer of the Core Units, during the first two years of their issue as mentioned herein, shall be affected only on the receipt by the Registrar of a written acceptance of this condition by the transferee.