Examples of Holdings Class B Units in a sentence
Notwithstanding anything to the contrary contained in this Agreement, Holdings Class B Units and shares of Purchaser Class V Common Stock are not publicly listed or traded securities and nothing in this Agreement shall require the Purchaser to conduct any Registration hereunder which would cause such securities to become publicly listed or publicly traded securities or otherwise subject to Section 12(g) of the Exchange Act.
MultiPlan Parent changed its assumptions in computing the fair market value of the Holdings Class B Units (the “Units”) to incorporate a 24% discount for lack of marketability of the Units for the three months ended March 31, 2020, 11% discount for lack of marketability of the Units for the six months ended June 30, 2020 and 20% discount for lack of marketability of the Units for the years ended December 31, 2019 and December 31, 2018, respectively.
Xxxx Xxxxxx By: /s/ Xxxxx Xxxxxx Xxxxxx Name: Xxxxx Xxxxxx Xxxxxx SCHEDULE I Sponsor Party Subject XXXX Equity Interests as of the date hereof Rice Acquisition Sponsor II LLC 2,500 XXXX Class A Shares 8,535,000 XXXX Class B Shares 100 XXXX Holdings Class A Units 8,534,900 XXXX Holdings Class B Units Jide Famuagun 30,000 XXXX Holdings Class B Units Xxxxx Xxxxx 30,000 XXXX Holdings Class B Units Xxxxxx X.
The Purchaser may terminate this Agreement with respect to some or all of the Holdings Class B Units and Purchaser Class V Shares held (or previously held and exchanged) by Seller at any time by paying to Seller the Early Termination Payment; provided, that the Purchaser may not terminate this Agreement prior to the fifth anniversary of the date of this Agreement except in the event of a Change of Control.
In the event of any distribution of the Holdings Class B Units and Purchaser Class V Shares by Seller to its members, the members of Seller, as a condition to receiving such distribution, shall irrevocably appoint the Representative as their agent, attorney-in-fact and representative, with the indemnities, immunities, releases and powers granted by the Seller under this Section 7.08 (with the obligations of such members being pro rata among the members based on the distribution received).
In exchange for such redemptions, (I) Offshore Fund I hereby receives from TES Holdings a number of TES Units with a value equal to the TES Offshore Fund Equity Value (with each TES Unit being valued based on the IPO Price) and (II) each of the TES Carried Interest Holders is hereby entitled to receive from TES Holdings Class B Units in TES Holdings II pursuant to Section 2.4(e).