Underlying Unit definition

Underlying Unit means, as applicable, (a) prior to, and except in connection with, following such time as Vantiv is no longer a public company owning the Company the first registered, public offering of Units of the Company for cash pursuant to an effective registration statement under the Securities Act, registered on Form S-1 (or any successor form) in which such Units are sold to one or more underwriters on a firm-commitment basis for reoffering to the public and in which the Class B Units (or their equivalent) are offered or the Class B Units are exchangeable for such Units being offered, a Class C Non-Voting Unit, or (b) upon and after the consummation of such an initial public offering in which the Class B Units (or their equivalent) are offered or the Class B Units are exchangeable for such Units being offered, (i) a Class C Non-Voting Unit or (ii) the common stock or other equity securities for which a Class C Non-Voting Unit has been converted or exchanged of a successor corporation or entity into which the Company is merged.

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Underlying Unit means a unit consisting of one Common Share and one-half of one Warrant.

Underlying Unit means one Post-Consolidation Aurcana Share and one post-Consolidation Aurcana Warrant.

Examples of Underlying Unit in a sentence

• Each Underlying Unit is comprised of one common share of the Company (each a “Unit Share” and collectively, the “Unit Shares”) and one-half of one (1) common share purchase warrant (each whole common share purchase warrant, a “Warrant” and collectively, the “Warrants”).

• Pursuant to the Underlying Unit Award Agreement, the Underlying Units corresponding to such Management Incentive Units shall be divided into tranches with the Distribution Thresholds as provided for in the attached Schedule A.

• This Agreement, the Company Agreement and the Underlying Unit Award Agreement constitute the entire understanding between the Grantee and the Company and supersede all other agreements, whether written or oral, with respect to the subject matter hereof.

• On a poll, each Receiptholder present in person or represented by a proxy duly appointed by instrument in writing shall be entitled to one vote in respect of each Underlying Unit that such person is entitled to receive pursuant to the Subscription Receipt(s) then held or represented by such person.

• Each Underlying Unit will consists of one Common Share (as defined herein, and each Common Share comprising part of the Underlying Unit being, a “Unit Share”) and one-quarter of one Common Share purchase warrant (each whole Common Share purchase warrant being, a “Warrant”).

More Definitions of Underlying Unit

Underlying Unit has the meaning ascribed to such term on the face page of this Agreement;

Underlying Unit or “Underlying Units” has the meaning set out in the recitals.

Underlying Unit has the meaning ascribed thereto in the first and fifth paragraphs of this Agreement;

Underlying Unit means, as applicable, (a) prior to, and except in connection with, an IPO in which the Class B Units (or their equivalent as provided in the following clauses (i)-(v)) are offered, a Class C Non-Voting Unit, or (b) upon and after the consummation of an IPO or in connection with an IPO, in each case, in which the Class B Units (or their equivalent as provided in the following clauses (i)-(v)) are offered, (i) a Class B Unit, (ii) the common stock or other equity securities for which a Class B Unit has been converted or exchanged of a successor corporation or other entity into which the Company is converted or merged, (iii) the common stock or other equity securities of a corporation or other entity otherwise formed by the Company or the Members for the purpose of offering securities to the public that are issued or issuable for a Class B Unit, or the rights to receive, or the securities that are convertible into, or exchangeable or exercisable for, common stock or other equity securities of a corporation or other entity otherwise formed by the Company or the Members for the purpose of offering securities to the public that are issued or issuable for a Class B Unit, (iv) the common stock or other equity securities of a Person that has control of the Company, a Subsidiary or other entity to which assets of the Company and/or the Subsidiaries have been transferred, in each case, whose securities the Company has determined to offer to the public and that are issued or issuable for a Class B Unit, or (v) the Units for which a Class B Unit is exchangeable.

Underlying Unit has the meaning ascribed in the second paragraph of this Agreement;

Underlying Unit means, as applicable, (a) a Class C Unit, (b) upon and after an initial public offering in which the Class B Units are converted into (i) common stock or other equity securities of a successor corporation or other entity into which the Company is converted or (ii) rights to receive, or securities that are convertible into or exchangeable or exercisable for, common stock or other equity securities of a corporation or other entity otherwise formed for the purpose of offering securities to the public, such number of shares of such common stock or other equity securities or such rights or securities into which one Class B Unit would be convertible, or (c) upon and after an initial public offering in which the Class B Units are offered, a Class B Unit.

Underlying Unit means a unit of the Company composed of one (1) Underlying Share and one half of one (1/2) Warrant, issuable by the Company upon conversion of the Subscription Receipts;