Examples of Carry Units in a sentence
The Company is hereby authorized to issue an unlimited number of Common Units and an unlimited number of Carry Units, each in the number and at such times as determined by the Board.
For the avoidance of doubt, restrictions applicable to the Common Units (as set forth in this Agreement) or Carry Units (as set forth in the Carry LPA) and Class C Shares and Class D Shares (as set forth in the PubCo Charter) shall not apply to Class A Shares or Class B Shares received in respect thereof in connection with an Exchange (or Direct Exchange).
The Board shall be comprised of two managers (each, a “Manager” and together, the “Managers”) who shall be elected by the Members holding Carry Units, and who shall initially be TN and HW.
The Carry Units are intended to qualify as “profits interests” within the meaning of Internal Revenue Service Revenue Procedures 93-27 and 2001-43, Internal Revenue Service Notice 2005-43, and any future Internal Revenue Service guidance.
In the event that the Company issues any new securities (other than Carry Units), each Member shall have the right to purchase such Member’s pro rata portion of such new securities, which pro rata portion shall be determined based on the number of Common Units owned by such Member over the total number of Common Units issued and outstanding, in each case, as of immediately prior to the issuance of the new securities.
PubCo and its Subsidiaries (including the General Partner) may, subject to the limitations of this Agreement (including Section 3.4) and the Carry LPA (as applicable) acquire Partnership Interests, Carry Units and Carry GP Units, and shall be entitled to exercise all rights of a Partner relating to such Partnership Interests, Carry Units and Carry GP Units (pursuant to and in accordance with the Carry LPA).
The Carry Units issued as of the date hereof shall (a) be fully vested as of the date hereof, (b) have a profits interest hurdle equal to $0.00, and (c) be immediately eligible to participate in distributions pursuant to, and subject to the terms of, this Agreement.
As of the date hereof, two Carry Units are issued and outstanding in the amounts set forth on the Members Schedule opposite each Member’s name.
Section 6.1. Limited Partners shall vest in their Carry Units (“Vested Percentage”) in the following manner, unless otherwise agreed to in writing by the General Partner, for so long as they remain a Limited Partner; Date Cumulative amount vested January 1, 20 1 50% January 1, 20 2 66.67% January 1, 20 3 83.33% January 1, 20 4 100% 1 3 years following Effective Date.
In addition, the Company may reissue Management Carry Units forfeited or repurchased from a terminated Officer or employee of the Company, with the terms of such reissuance, including vesting provisions, determined by the Compensation Committee.