Retained Company Units definition

Retained Company Units has the meaning set forth in the Recitals.
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Retained Company Units means the aggregate number of Company Units held by the Closing Members immediately following the Closing, which shall be calculated as (a) a number of Company Units equal to the quotient of (i) the Retained Company Equity Value divided by (ii) ten dollars ($10.00), plus (b) the Earnout Company Units.
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Retained Company Units means the aggregate number of Company Units held by the Sellers immediately following the Closing, calculated such that the Sellers’ aggregate percentage ownership in the Company is equal to the percentage determined as the quotient of (a) the Company Enterprise Value divided by (b) the sum of (i) the Company Enterprise Value plus (ii) the product of (x) the total number of outstanding shares of Buyer Class A Common Stock issued and outstanding as of immediately prior to the Closing (after giving effect to any Buyer Share Redemptions, the Buyer Class B Common Stock Conversion and any Buyer Class A Common Stock purchased in connection with any Permitted Equity Financing completed at or prior to the Closing, if any) multiplied by (y) ten dollars ($10). For the avoidance of doubt, Retained Company Units shall (A) be calculated prior to giving effect to the transfer of Purchased Closing Company Units in accordance with Section 2.1(a)(i)(B) and (B) include the Put-Call Units (if any).
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Examples of Retained Company Units in a sentence

  • Such Seller can bear the economic risk of its investment (which such Seller acknowledges may be for an indefinite period) and has such knowledge and experience in financial or business matters that such Seller is capable of evaluating the merits and risks of its investment in the Buyer Class V Voting Stock (and the Buyer Class A Common Stock into which the Buyer Class V Voting Stock and the Retained Company Units may be exchanged into pursuant to the Company A&R LPA).

  • The Retained Company Units Reserved Shares, when issued in accordance with the terms of the Certificate of Incorporation and the Limited Liability Company Agreement and registered in the Company’s share registry, will be validly issued, fully paid and nonassessable and constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their terms under the DGCL.

  • I.D.: Letters, numbers or combinations of letters and numbers as selected by Members and approved by the Company in order to identify members and use G-Market services.

  • As soon as reasonably practicable after the Buyer Share Redemption Deadline and, in any event, prior to the Buyer Stockholder Meeting, the Company shall notify the Buyer of any changes to the Recapitalization Steps Plan as a result of any changes to the Cash Consideration to be paid to the Selling Member pursuant to Section 2.2(c) or any other changes in inputs to the calculation of Retained Company Units.

  • The Retained Company Units Reserved Shares, when issued in accordance with the terms of the Certificate of Incorporation of the Company and the Amended and Restated Agreement of Limited Partnership of RSI and registered in the Company’s share registry, will be validly issued, fully paid and nonassessable and constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their terms under the DGCL.


More Definitions of Retained Company Units

Retained Company Units means 8,664,897 Company Units which are Common Units (as defined in the Company A&R LLCA) with respect to Series R and 49,101,081 Company Units which are Common Units (as defined in the Company A&R LLCA) with respect to Series U that are being retained by such Seller; provided, that, to the extent that the Net Cash Consideration is a negative number, then the aggregate number of Retained Company Units shall be reduced by that number of Company Units equal to the quotient of (x) the absolute value of the difference between $0 and the Net Cash Consideration divided by (y) the Common Stock Price (which shares shall be reduced pro rata between Series R and Series U in the same proportion that Series R and Series U held Common Units immediately prior to such reduction).
Sample 1
Retained Company Units means the aggregate number of Company Units held by the Members immediately following the Closing, which shall be calculated as (a) a number of Company Units equal to the quotient of (i) the Retained Company Equity Value divided by (ii) ten dollars ($10.00), plus (b) the Member Earnout Units, minus (c) without duplication of Company Units included in clause (d), a number of Company Units equal to the number of shares of Buyer Class A Common Stock to be issued to the Phantom Equity Holders pursuant to the Phantom Equity Acknowledgements (or the existing underlying phantom equity documentation with respect to any Phantom Equity Holder who has not entered into a Phantom Equity Acknowledgement as of the Closing), minus (d) without duplication of Company Units included in clause (c), a number of Company Units equal to the quotient of (i) the amount of cash payable to the Phantom Equity Holders pursuant to the Phantom Equity Acknowledgements (or the existing underlying phantom equity documentation with respect to any Phantom Equity Holder who has not entered into a Phantom Equity Acknowledgement as of the Closing) divided by (ii) $10.00. For the avoidance of doubt, no Company Units as described in either clause (c) or (d) herein shall be counted more than once.
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Retained Company Units means, with respect to any Continuing Member, the number of Company Units to be retained by the Continuing Members, which number shall equal (a) (i) the portion of the Estimated Purchase Price allocated to such Continuing Member in respect of the Delta Distribution and the Company Interests held by such Continuing Member that are designated as Units (as defined in the Company’s Regulations) on Schedule 2.2(a) multiplied by (ii) the percentage of such value to be “rolled” as set forth on Schedule 2.2(a), divided by (b) $10.00.
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Related to Retained Company Units

  • Company Units has the meaning set forth in the Recitals.

  • Company Share Plans mean (a) the Company’s Stock Related Award Incentive Plan of 1999, as amended; (b) the Company’s 2010 Stock Incentive Plan, as amended; and (c) the Company’s 2015 Stock Incentive Plan, as amended;

  • LP Units means the non-voting limited partnership units in the capital of BEP, other than the Preferred Units, including any LP Units issued pursuant to the Redemption-Exchange Mechanism.

  • Parent Stock Plans has the meaning set forth in Section 4.5(a).

  • Merger Sub II has the meaning set forth in the Preamble.

  • Newco has the meaning set forth in the first paragraph of this Agreement.

  • Effective Time has the meaning set forth in Section 2.2.

  • Company Shares has the meaning set forth in the Recitals.

  • LLC Units has the meaning set forth in the LLC Agreement.

  • SpinCo Shares means the shares of common stock, par value $0.01 per share, of SpinCo.

  • Company Stock Plans has the meaning set forth in Section 3.02(b).

  • Parent Stock Plan has the meaning set forth in Section 6.2(a).

  • Merger Sub Common Stock means the shares of common stock, par value $0.001 per share, of Merger Sub.

  • Surviving Partnership has the meaning set forth in Section 11.2.B(ii) hereof.

  • Surviving Business Entity has the meaning assigned to such term in Section 14.2(b).

  • Merger Sub I has the meaning set forth in the Preamble.

  • Company Restricted Shares means shares of Company Common Stock granted under a Company Equity Plan, or issued upon “early exercise” of an option granted under a Company Equity Plan, that remain subject to one or more unsatisfied vesting or vesting-equivalent forfeiture or repurchase conditions.

  • Merger Closing means the “Closing” as defined in the Merger Agreement.

  • Employee Share Scheme means a scheme established by a company, whether by means of a trust or otherwise, for the purpose of offering 10 participation therein solely to employees and officers of the company or a subsidiary of the company, either—

  • Surviving Corporation Common Stock has the meaning set forth in Section 1.7(a).

  • Fully Diluted Company Shares means the total number of issued and outstanding shares of Company Common Stock, (a) after giving effect to the Company Preferred Stock or otherwise treating shares of Company Preferred Stock on an as-converted to Company Common Stock basis, and (b) treating all outstanding in-the-money Specified Company Warrants as fully vested and as if the Specified Company Warrants had been exercised for cash as of the Effective Time, but for the avoidance of doubt excluding any Company Securities described in Section 1.11(b).

  • Company Shareholders means the registered or beneficial holders of the Company Shares, as the context requires;

  • Company Restricted Stock means each share of restricted Company Common Stock issued by the Company, which is subject to vesting conditions and rights to repurchase or reacquire by the Company, whether granted by the Company pursuant to a Company Option Plan, assumed by the Company in connection with any merger, acquisition or similar transaction or otherwise issued or granted and whether vested or unvested.

  • Company RSUs means any restricted stock units granted under any of the Company Equity Plans.

  • Surviving Entity has the meaning set forth in Section 2.1.

  • Merger Sub 2 shall have the meaning given in the Recitals hereto.