Retained Units definition
Examples of Retained Units in a sentence
Following any such allocation, the transferor’s Capital Account, if any, maintained with respect to the retained Affiliate Retained Units, if any, will have a balance equal to the amount allocated under clause (B) hereinabove, and the transferee’s Capital Account established with respect to the transferred Affiliate Retained Units will have a balance equal to the amount allocated under clause (A) above.
Secure and the Initial Members acknowledge and agree that in connection and contemporaneously, Ultimate Resort will transfer 3,123,797 Retained Units to JDI and thereafter JDI shall become a Member of the Company and Secure and the Initial Members consent to such transfer and admission.
The Retained Units shall immediately vest on the date Grantee terminates Service and the remaining Restricted Stock Units shall be forfeited upon Grantee’s termination of Service.
The fair market value of the Retained Units shall be determined as of the date of such exercise notice based upon the amounts payable with respect to the Class H Units, as applicable, pursuant to the distribution waterfall in Section 7.4(a) of the LLC Agreement.
The Initial Members and JDI may be entitled to receive additional Units in accordance with the provisions of Section 3.6. Pursuant to the Escrow Agreement, 717,884 of the Retained Units are being deposited by the Initial Members and JDI (with Ultimate Resort depositing 358,186 Units, JDI depositing 302,267 Units and PE depositing 57,431 Units) in the account specified in the Escrow Agreement (the “Escrowed Indemnification Units”).