Class D Interests definition
Examples of Class D Interests in a sentence
Upon termination of the Subscriber’s employment by the Company or its Subsidiaries without Cause or by the Subscriber for Good Reason, or upon the death or Disability of the Subscriber, the Subscriber will retain all Class B Interests and all vested Class C Interests and vested Class D Interests the Subscriber then holds, in each case subject to repurchase by the Company pursuant to Sections 10(c) and 10(d) below.
A Member may not resign or withdraw from the Company prior to the dissolution and winding up of the Company, provided that neither the transfer of any Member Interest nor the cancellation of the Class D Interests as provided in this Agreement shall constitute a breach or violation of this provision.
Immediately prior to the Effective Time, Employee received [[X] units of Class C Interests (as defined in the Partnership Agreement) and](1) [X] units of Class D Interests (as defined in the Partnership Agreement), which will at the Effective Time convert to restricted shares of the Company’s common stock subject to the terms and conditions of the Company Long Term Incentive Plan and the forms of Restricted Stock Award Agreements attached as [Exhibit A and](2) Exhibit B to this Agreement.
The rights and obligations of the Class A Units, Common Units, Management Incentive Interests and Class D Interests shall be as specified in this Agreement.
All Class C Interests and Class D Interests that vest as described in the immediately preceding sentence shall be subject to repurchase by the Company pursuant to Sections 10(c) and 10(d) below.
Immediately prior to the closing of the Initial Offering, the Pre-IPO Member Interest will be converted into and exchanged for 226,406 Class A Units, 6,593,894 Common Units and the Management Incentive Interests, such conversion and exchange to be effected in accordance with Section 5.1. Concurrently with the closing of the Initial Offering, on the Closing Date the Company will issue to CHI the Class D Interests, such issuance to be effected in accordance with Section 5.2(a).
Upon acceptance of this Subscription Agreement, the Subscriber hereby agrees to become a Class B Member, Class C Member and/or Class D Member of the Company (as applicable based upon the composition of the Acquired Interests as among Class B Interests, Class C Interests and Class D Interests) and to become a party to and bound by the LLC Agreement, as now in effect and as subsequently amended from time to time in accordance with the terms thereof.
If the final resolution of the dispute or proceeding referred to in the immediately preceding sentence is that the Sharing Arrangement remained in effect for all or some portion of the Suspension Period, the Company will promptly distribute to the Record Holder of the Class D Interests as of the date of such final resolution an amount in cash equal to the amount of the suspended distribution for the portion of the Suspension Period that the Sharing Arrangement is determined to have remained in effect.
The Class A-1 Interests shall be evidenced by “Class A-1 Units,” the Class B Interests shall be evidenced by “Class B Units” and the Class D Interests shall be evidenced by “Class D Units”.
Immediately prior to the Effective Time, Employee received 6,500 units of Class C Interests (as defined in the Partnership Agreement) and 9,000 units of Class D Interests (as defined in the Partnership Agreement), which will at the Effective Time convert to restricted shares of the Company’s common stock subject to the terms and conditions of the Company Long Term Incentive Plan and the forms of Restricted Stock Award Agreements attached as Exhibit A and Exhibit B to this Agreement.