New Crumbs Class B Exchangeable Units definition

New Crumbs Class B Exchangeable Units has the meaning ascribed to such term in the Surviving Company LLC Agreement.
Sample 1Sample 2
New Crumbs Class B Exchangeable Units has the meaning set forth in Section 3.1(a).
Sample 1Sample 2
New Crumbs Class B Exchangeable Units means the membership interests in the Company designated as “New Crumbs Class B Exchangeable Units” in the New Crumbs LLC Agreement and any equity securities issued or issuable in exchange for, or with respect to, such New Crumbs Class B Exchangeable Units (i) by way of a dividend, split or combination of equity interest or (ii) in connection with a reclassification, recapitalization, merger, consolidation or other reorganization.
Sample 1Sample 2

Examples of New Crumbs Class B Exchangeable Units in a sentence

  • Values assume that the New Crumbs Class B Exchangeable Units have been exchanged for Common Shares and as a result the related 57th Street Series A Voting Preferred Stock has been automatically redeemed.

  • In addition to the Closing Merger Consideration, the Members will be entitled to receive, to the extent it becomes due and payable in accordance with the terms of the Business Combination Agreement, up to an aggregate of 4,400,000 New Crumbs Class B Exchangeable Units and 440,000 shares of 57th Street Series A Voting Preferred Stock (the “Contingency Consideration”) upon 57th Street’s achievement of certain financial targets and stock price targets.

  • The Company shall issue such additional New Crumbs Class B Exchangeable Units or other Equity Securities to the Legacy Members and/or such other Persons as required by the Business Combination Agreement and/or to the Legacy Members or such other Persons as required by the Exchange Agreement and/or this Section 3.2 and Section 3.4 of this Agreement (each such issuance a “Required Class B Issuance”).

  • Notwithstanding the foregoing, in addition to any other consent that may be required, any amendment of this Agreement that requires a holder of New Crumbs Class B Exchangeable Units on the date hereof to make a Capital Contribution (including as a condition to maintaining any rights necessary to permit such holders to exercise their rights under the Exchange Agreement) shall require the consent of such holder of New Crumbs Class B Exchangeable Units.

  • Upon the delivery to the Designated Recipient(s) of the Reciprocate Common Stock on the relevant Exchange Date in connection with an exchange contemplated by an Exchange Notice which has not been revoked, subject to the provisions of Section 2.4, the Exchanging Member shall cease to be a holder of the portion of such Parent Series A Voting Preferred Stock and New Crumbs Class B Exchangeable Units being surrendered for exchange and shall have no further rights whatsoever with respect to such securities.

  • The non-controlling interest changes as a result of the issuance of 700,000 New Crumbs Class B Exchangeable Units of Crumbs Holdings LLC.

  • Following receipt by the Designated Recipient(s) of the Reciprocate Common Stock, and provided there has been no revocation of the applicable Exchange Notice by the Exchanging Member in advance of such receipt, subject to the provisions of Section 2.4, the surrendered New Crumbs Class B Exchangeable Units shall be deemed cancelled by the Company and shares of Parent Series A Voting Preferred Stock shall be automatically redeemed by Parent in accordance with the Certificate of Designation.

  • Pursuant to the Agreement, all New Crumbs Class B Exchangeable Units are convertible into common stock at a ratio of 1:1 and may be converted at any time following release from escrow, or in the case of the initial New Crumbs Class B Exchangeable Units, immediately following consummation of the Transaction.

  • Notwithstanding anything herein to the contrary, the Company shall not issue (i) New Crumbs Class A Voting Units to any Person other than the Class A Holder or (ii) New Crumbs Class B Exchangeable Units to any Person other than pursuant to the Exchange Agreement or the Business Combination Agreement.

  • Value (i) Assuming no Common Shares are Tendered, is based on the value of 4,050,000 New Crumbs Class B Exchangeable Units and 405,000 shares of Series A Voting Preferred Stock and (ii) Assuming the Maximum Allowable Tender, is based on the value of 4,750,000 New Crumbs Class B Exchangeable Units and 475,000 shares of Series A Voting Preferred Stock.

Related to New Crumbs Class B Exchangeable Units

  • Class B LP Units means, collectively, the Class B limited partnership units of the Partnership, and “Class B LP Unit” means any one of them.

  • Class A LP Units means the Class A limited partnership units of the Partnership.

  • Class B Units means the Class B Units of the Company.

  • Class C Shares means the shares of Class C common stock of the Company.

  • Class B Common Units has the meaning set forth in Section 1(a) hereof.

  • Class A Common Units means the Company's Class A Common Units.

  • Class B Warrants means, collectively, the Common Stock purchase warrants in the form of Exhibit C attached hereto delivered to the Purchasers at the Closing in accordance with Section 2.2(a) hereof, which warrants shall be exercisable immediately and have a term of exercise equal to one year.

  • Class C Member means a Member holding the Class C Ordinary Share.

  • Class B Common Unit means one of that certain class of Common Units with those special rights and obligations specified in this Agreement as being appurtenant to a “Class B Common Unit”.

  • Exchangeable Certificates As specified in the Preliminary Statement.

  • Class A Units means the Units of partnership interest in the Partnership designated as the “Class A Units” herein and having the rights pertaining thereto as are set forth in this Agreement.

  • Class A Common Unit means a Common Unit having the rights and obligations specified with respect to Class A Common Units in this Agreement.

  • Common Units means common units representing limited partner interests in the Partnership.

  • Class C Units means the Class C Units of the Company.

  • Class B Unit means a Partnership Unit which is designated as a Class B Unit of the Partnership.

  • Class B Ordinary Shares shall have the meaning ascribed to it in Section 2.4(a).

  • Class A Warrants means, collectively, the Common Stock purchase warrants delivered to the Purchasers at the Closing in accordance with Section 2.2(a) hereof, which Warrants shall be exercisable immediately and have a term of exercise equal to five (5) years, in the form of Exhibit A attached hereto.

  • Preferred Units means a Partnership Interest, including the Series A Preferred Units, designated as a “Preferred Unit,” which entitles the holder thereof to a preference with respect to distributions, or as to the distribution of assets upon any Liquidation Event, over Common Units.

  • Class B Common Shares means (x) the Company’s Class B Common shares, $0.002 par value per share, the terms of which may be designated by the board of directors of the Company in a certificate of designations and (y) any share capital into which such preferred shares shall have been changed or any share capital resulting from a reclassification of such preferred shares (other than a conversion of such preferred shares into Common Shares in accordance with the terms of such certificate of designations).

  • Class B Interests As set forth in the Trust Agreement.

  • LTIP Units means LTIP Units, as such term is defined in the Partnership Agreement.

  • Class C Unit means a Partnership Security representing a fractional part of the Partnership Interests of all Limited Partners and Assignees, and having the rights and obligations specified with respect to the Class C Units in this Agreement. The term “Class C Unit” does not refer to a Common Unit until such Class C Unit has converted into a Common Unit pursuant to the terms hereof.

  • Series B Preferred Units means the Partnership's 8 5/8% Series B Cumulative Redeemable Partnership Units.

  • Class B Preferred Stock means the Class B Preferred Stock of the Company, par value $0.0001 per share.

  • Parent Class B Common Stock means the Class B Common Stock, par value $0.01 per share, of Parent.

  • Class A Unit means a Unit representing a fractional part of the equity interest in the Company having the rights and obligations specified with respect to the Class A Units in this Agreement.