Class S Units definition

Class S Units means Class S units of the Operating Partnership.

Class S Units means the Class S Ordinary Units and the Class S Preferred Units.

Class S Units means the Partnership Units entitling the holder thereof to the rights of a holder of Class S Units as provided in this Agreement.

Examples of Class S Units in a sentence

• Immediately before liquidation of the Partnership, Class T Units will automatically convert to Class I Units at the Class T Conversion Rate, Class S Units will automatically convert to Class I Units at the Class S Conversion Rate, Class D Units will automatically convert to Class I Units at the Class D Conversion Rate and Class E Units will automatically convert to Class I Units at the Class E Conversion Rate.

• The General Partner is hereby authorized to cause the Partnership to issue Partnership Units designated as Class T Units, Class S Units, Class D Units, Class I Units and Class E Units.

• At any time that the outstanding fractional Class S Preferred Units or Class S Ordinary Units, calculated separately, associated with a holder of such Class S Units equal, in the aggregate, greater than a whole Class S Unit, then the Partnership shall combine such Class S Units to give the holder whole Class S Units and a fractional Class S Unit representing the remainder of the combined Class S Units.

• Immediately before liquidation of the Partnership, Class T Units will automatically convert to Class I Units at the Class T Conversion Rate, Class S Units will automatically convert to Class I Units at the Class S Conversion Rate and Class D Units will automatically convert to Class I Units at the Class D Conversion Rate.

• The General Partner is hereby authorized to cause the Partnership to issue Partnership Units designated as Class T Units, Class S Units, Class D Units and Class I Units.

• Prior to the expiry of that period, Class S Units are subject to fees agreed between the Management Company and the relevant investors, which will not be greater than the management and/or performance fees specified for Class J Units of the relevant Sub-Fund.

• The Operating Partnership will pay the Adviser a management fee (the “OP Management Fee” and, together with the Company Management Fee, the “Management Fee”) equal to 1.25% of the NAV for the Class T Units, Class S Units, Class D Units and Class I Units attributable to Operating Partnership units held by unitholders other than the Company per annum, payable monthly, before giving effect to any accruals for the Management Fee or the Performance Allocation (as defined in the Operating Partnership Agreement).

• The management and/or performance fees specified for Class J Units shall be applicable to Class S Units 18 months after the launch date of the relevant Sub- Fund.

• Any amount by which Total Return falls below the Hurdle Amount and that does not constitute Loss Carryforward Amount (in each case, with respect to the Class S Units, Class D Units, Class I Units, Class F-S Units, Class F-D Units and Class F-I Units) will not be carried forward to subsequent periods.

• The General Partner is hereby authorized to cause the Partnership to issue Units designated as Class D Units, Class S Units and Class I Units and any other additional classes of Units with such terms, rights and obligations as determined in the sole discretion of the General Partner.

More Definitions of Class S Units

Class S Units means the Class S Ordinary Units and the Class S Preferred Units. “Code” means the Internal Revenue Code of 1986, as amended from time to time. “Common Units” means common units representing limited partner interests in the Issuer. “Consenting Party” has the meaning set forth in Section 11.10(a). “Contingencies” has the meaning set forth in Section 9.03(a). “Control” (including the terms “Controlled by” and “under common Control with”) means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities or general partnership or managing member interests, as trustee or executor, by contract or otherwise, including, without limitation, the ownership, directly or indirectly, of securities having the power to elect a majority of the board of directors or similar body governing the affairs of such Person. “Conversion Amount” has the meaning set forth in Section 7.08(c). “Counselors” means Beneficient Management Counselors, L.L.C., a Delaware limited liability company. “CPI-U” means the seasonally adjusted Consumer Price Index for All Urban Consumers published by the U.S. Bureau of Labor Statistics. “Credit Amount” has the meaning set forth in Section 4.02(c). “Creditable Non-U.S. Tax” means a non-U.S. tax paid or accrued for United States federal income tax purposes by the Partnership, in either case to the extent that such tax is eligible for credit under Section 901(a) of the Code. A non-U.S. tax is a Creditable Non-U.S. Tax for these purposes without regard to whether a Partner receiving an allocation of such non-U.S. tax elects to claim a credit for such amount. This definition is intended to be consistent with the term - 6 - 737868395

Class S Units means the Class S Units offered under this Offering Memorandum, which will be made available only to certain Manager approved subscribers.