Series B Common Units definition
Examples of Series B Common Units in a sentence
The relative rights, powers, preferences, duties, liabilities and obligations of Holders of the Units (including the Series A Common Units, the Series B Common Units and the Series C Common Units) shall be as set forth herein.
The capital structure of the Company shall initially consist of three (3) classes of membership interests: (i) Series A Common Units, (ii) Series B Common Units and (iii) Series C Common Units.
Without limiting the generality of Section 2.3(a), from time to time after the date hereof, (i) in the event that FPH issues any FPH Series B Units to an FPH Management Member, then in connection with such issuance the Company will issue to FPH an equal number of Series B Common Units; and (ii) in the event that FPH issues any FPH Series C Units to an FPH Management Member, then in connection with such issuance the Company will issue to FPH an equal number of Series C Common Units.
If the Series B Common Units are not publicly traded but the Company’s sole asset is an interest in a publicly traded security (or an indirect interest in such a security through the ownership of other equity securities), then the “IRR Fair Value” will be equal to the aggregate Fair Market Value of such publicly traded security to the holders of Series B Common Units, divided by the number of Series B Common Units.
The authorized Units that the Company has the authority to issue shall consist of (A) 66,000,000 Series A Common Units, (B) 550,000,000 Series B Common Units and (C) 44,000,000 Series C Common Units.
As of October 29, 2004, the Members listed on the attached Schedule of Members (the “Initial Members”) acquired the number of Series A Common Units and Series B Common Units, and made Capital Contributions with respect thereto, as set forth opposite each such Initial Member’s name on the attached Schedule of Members.
In order to preserve the economic results intended by this Agreement, including the results set forth in Section 2.3(c)(iii), the Board may, in its reasonable discretion, determine whether any tax distribution or portion of any tax distribution should be considered in determining whether aggregate distributions equal to the Threshold Equity Value have been made to the Series B Common Units outstanding at the time of such distribution.
In the event FPH elects to exercise its rights under any FPH Management Equity Agreement to repurchase FPH Series B Units from an FPH Management Member, the Company will redeem an equal number of Series B Common Units held by FPH at a redemption price equal to the repurchase price payable by FPH for such FPH Series B Units pursuant to the terms of such FPH Management Equity Agreement (less any amount distributed to FPH in respect thereof by Boise Land & Timber Holdings Corp.).
The consideration payable for the Series A Common Units and Series B Common Units to be acquired by Parent or its wholly-owned Subsidiary shall be paid by Parent at Closing by wire transfer of immediately available funds to an account designated by Holdings on behalf of Operating Holding Co.
In the event FPH elects to exercise its rights under any FPH Management Equity Agreement to repurchase FPH Series B Units from an FPH Management Member, the Company will redeem an equal number of Series B Common Units held by FPH at a redemption price equal to the repurchase price payable by FPH for such FPH Series B Units pursuant to the terms of such FPH Management Equity Agreement (less any amount distributed to FPH in respect thereof by Boise Land & Timber Holdings Corp.