Class D Limited Partner definition
Examples of Class D Limited Partner in a sentence
The Partners agree that, if the General Partner determines, in accordance with this Section 3.1(f)(ii), that any Class D Common Unit of a Class D Limited Partner has become economically equivalent to one Class A Common Unit, then such Class D Common Unit will automatically convert into a Class A Common Unit and such Class D Limited Partner shall be a Potential Tag-Along Seller for purposes of Sections 8.5(a) and 8.5(b) with respect to any proposed sale or exchange related to any such determination.
Each Class D Limited Partner shall be a Potential Tag-Along Seller with respect to its Class D Common Units in connection with any proposed Tag-Along Sale and such Class D Common Units shall be deemed to be Class A Common Units for purposes of Section 8.5; provided that any consideration received by such Class D Limited Partner with respect to any such Class D Common Units shall be subject to Section 3.1(h).
If a Class D Limited Partner delivers a properly completed and executed Election Notice before the close of business on the Conversion Class E-2 Notice Date electing to retain all of his Conversion Class E-2 Common Units, then all of his Conversion Class D Common Units shall be cancelled automatically and he shall retain all of his Conversion Class E-2 Common Units as of the close of business on such date.
No Class D Limited Partner shall be permitted to exchange any Class D Common Unit pursuant to the Exchange Agreement except (i) to the extent that the Class D Common Unit has converted into a Class A Common Unit and satisfies the Book-Up Target at the time of such exchange and (ii) subject to the other terms of this Agreement.
Simultaneously with the first such issuance to such Class D Limited Partner of Class B Shares, such Class B Limited Partner shall be joined to the Class B Shareholders Agreement.