Examples of Class A-2 Interests in a sentence
Lazard shall use its reasonable efforts to structure the Transactions in a manner that does not result in any material tax to the Executive (that the Executive would not have incurred in the absence of the Transactions) upon the exchange of the Class A-2 Interests into Exchangeable Interests or other exchange of Class A-2 Interests into HoldCo Interests, it being understood that this shall not be a commitment to maintain the current tax treatment or benefits applicable to the Executive.
If, during the period from the date hereof through the IPO Date, the Executive breaches any of the Covenants set forth in Section 5, 6 or 7 in any respect or breaches any other Covenant in a material respect, the Executive shall be required to forfeit (i) all unvested Class A-2 Interests, plus (ii) if the Executive has violated the Goodwill Agreement, all vested Class A-2 Interests (such forfeitures, the “Pre-IPO Damages”).
The terms of Class A-2 Interests are set forth in, and governed by, the Partnership Agreement and Executive shall have no rights in respect of such Class A-2 Interests until the Company delivers such Class A-2 Interests pursuant to the terms hereof and Executive becomes a Class A-2 Limited Partner pursuant to the Partnership Agreement.
Neither the Restricted Equity Units nor the Class A-2 Interests shall be deemed compensation for purposes of computing benefits or contributions under any retirement plan of the Company and shall not affect any benefits, or contributions to benefits, under any other benefit plan of any kind now or subsequently in effect under which the availability or amount of benefits or contributions is related to level of compensation.
Upon payment of any Distribution Equivalent Payment, the hypothetical Capital Contribution associated with Class A-2 Interests issued pursuant to the Restricted Equity Units shall be reduced by such Distribution Equivalent Payment (until such hypothetical amount shall equal zero, at which point it shall not be further reduced).
You will remain the owner of certain Class A-2 Interests, subject to the terms of the applicable Management Equity Award Agreements (including any amendments thereto), the TDS Investor (Cayman) L.P. Agreement of Limited Partnership (as amended and/or restated from time to time), the TDS Investor (Cayman) Interest Plan (as amended and/or restated from time to time), and any other definitive documentation entered into by you and TDS Investor (Cayman) L.P. regarding your Travelport equity.
Upon payment of any Distribution Equivalent Payment, the hypothetical Capital Contribution associated with Class A-2 Interests issued pursuant to the Restricted Stock Units shall be reduced by such Distribution Equivalent Payment (until such hypothetical amount shall equal zero, at which point it shall not be further reduced).
If, during the period from the date hereof through the IPO Date, the Working Partner breaches any of the Covenants set forth in Section 5, 6 or 7 in any respect or breaches any other Covenant in a material respect, the Working Partner shall he required to forfeit (i) all unvested Class A-2 Interests, plus (ii) if the Working Partner has violated the Goodwill Agreement, all vested Class A-2 Interests (such forfeitures, the “Pre-IPO Damages”).
The Class A-1 Interests and the Class A-2 Interests shall be referred to herein as the “Class A Interests”.
Each “Restricted Equity Unit” represents the right to receive from the Partnership, on the terms and conditions (and at the times) set forth in this Agreement (including Section 3.3), one Class A-2 Interest with a hypothetical capital contribution equal to, on the date hereof, $1 per Class A-2 Interest (but subject to adjustment pursuant to Section 4.3), provided that fractional Class A-2 Interests shall be settled in cash.