Additional BHI Class S Units Clause Samples

Additional BHI Class S Units. From and after the Effective Date and the adoption of the 10th A&R BCH LPA, upon the occurrence of any Adjustment or generation of Net Financing Revenue or Excess EBITDA Margin, allocations shall be made to BHI in accordance with Section 5.04(d)(ii) and Section 5.04(c)(i) of the 10th A&R BCH LPA, respectively. Additionally, on the Class S Issuance Date, Additional BHI Class S Units shall be issued by BCH to BHI in accordance with the terms and provisions of the 10th A&R BCH LPA. The “Class S Issuance Date” shall be, with respect to Class S Units of BCH issuable in connection with an allocation pursuant to Section 5.04(d) of the BCH LPA, the 10th business day of the month following the Measurement Date (as herein defined) and, with respect to Class S Units of BCH issuable in connection with an allocation pursuant to Section 5.04(c) of the BCH LPA, the date the Company files its quarterly or annual report, as applicable, with the Securities and Exchange Commission (“SEC”) with respect to the period ended on such Measurement Date, but in no event more than 105 days following the applicable Measurement Date. The “Measurement Date” shall be the last day of each fiscal quarter. If on the Class S Issuance Date, the Compensation Committee of the Board of Directors of the Company (the “Committee”) has determined that a number of Class S Ordinary Units or Class S Preferred Units otherwise issuable to BMP as holder of the FLP-2 Account in connection with such Adjustment or Excluded Amounts Allocation must be accrued and not issued in order to comply with the annual limits under the Policy and at such time B▇▇▇ ▇. ▇▇▇▇▇▇▇ is serving as an employee of the Company, then the Committee shall simultaneously provide notice to BHI setting forth (i) the number of Class S Ordinary Units and Class S Preferred Units, as applicable, otherwise issuable to the FLP-2 Account that the Committee has determined to accrue and not issue (the “BMP Accrued S Units”) and the number of Class S Ordinary Units and Class S Preferred Units, as applicable, to be issued on the Class S Issuance Date (the “BMP Issued S Units”), (ii) reasonably detailed calculations and supporting documentation of the Committee’s determination of the BMP Accrued S Units and BMP Issued S Units, which shall in all instances be determined using the Unit Price in accordance with the provisions of the 10th A&R BCH LPA, (iii) the number of Class S Ordinary Units or Class S Preferred Units, as applicable, issued to BHI to b...
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Related to Additional BHI Class S Units

  • Class B Units Class B Unitholders shall not be entitled to vote in any matters relating to the Company, unless otherwise reserved to the Members by the Act. In addition to the other rights and obligations of Class B Unitholders hereunder, Class B Units shall entitle the holder of such Class B Units to (i) Tax Distributions pursuant to Section 4.01(b), and (ii) a preferred return equal to the Class B Preferred Return Amount. The Class B Preferred Return Amount shall not be required to be paid annually but shall accrue and become payable at the earlier of (x) the fifth (5th) anniversary of the Effective Time, or (y) a liquidation of, or a taxable sale of substantially all of the assets of, the Company. Upon the occurrence of an event referenced in clause (y) above, each Class B Unitholder shall also be paid such Class B Unitholder’s Class B Preferred Return Base Amount, in addition to all of the outstanding, accrued and unpaid Class B Preferred Return Amount. On the seventh (7th) anniversary of the Effective Time, each Class B Unitholder may, at its option and in accordance with the notice and other procedural provisions set forth in Section 11.01(a) (the “7 Year Put Option”), sell all (but not less than all) of its Class B Units to the Company for an amount equal to such Class B Unitholder’s Class B Preferred Return Base Amount plus any outstanding and accrued Class B Preferred Return Amount of such Class B Unitholder (the “Class B Option Consideration”) and, upon the exercise of the 7 Year Put Option by any Class B Unitholder, the Company shall purchase all of such holder’s Class B Units for the Class B Option Consideration. Notwithstanding anything herein to the contrary, no Class B Preferred Return Amount shall be due and payable with respect to such Class B Units pursuant this Section 3.02(b) at such time or times specified in this Section 3.02(b) unless such Class B Units remain issued and outstanding at such time or times and no Redemption or Direct Exchange of such Class B Units described in Article XI hereof has occurred.

  • Reservation of Class A Ordinary Shares The Company shall at all times reserve and keep available a number of its authorized but unissued Class A ordinary shares that shall be sufficient to permit the exercise in full of all outstanding Warrants issued pursuant to this Agreement.

  • Class A Units If a Warrantholder exercises Warrants in connection with a tender offer for settlement prior to the First Regular Call Date, each Class A Unit called in connection with such exercise shall receive, in addition to principal and accrued interest, $1.50 per Class A Unit from the proceeds of the Warrant exercise. Class B Payments: If a Warrantholder exercises Warrants, then the Class B Units designated to be called in connection with such exercise shall receive the corresponding portion of the Class B Present Value Amount, adjusted for accrued Class B Payments on the Class B Units otherwise paid. If the Underlying Security Issuer redeems Underlying Securities and the previous paragraph does not apply, then the Class B Units designated for a redemption in connection with such redemption of Underlying Securities shall receive the amount with respect to the Class B Present Value Amount allocated for distribution in accordance with the applicable provisions of the Distribution Priorities below, paid as of the date of such redemption as an additional distribution.

  • Distribution to ADS Holders Whenever the Company intends to distribute to the holders of the Deposited Securities rights to subscribe for additional Shares, the Company shall give notice thereof to the Depositary at least 60 days prior to the proposed distribution stating whether or not it wishes such rights to be made available to Holders of ADSs. Upon timely receipt of a notice indicating that the Company wishes such rights to be made available to Holders of ADSs, the Depositary shall consult with the Company to determine, and the Company shall determine, whether it is lawful and reasonably practicable to make such rights available to the Holders. The Depositary shall make such rights available to Holders only if (i) the Company shall have timely requested that such rights be made available to Holders, (ii) the Depositary shall have received satisfactory documentation within the terms of Section 5.7 hereof and (iii) the Depositary shall have determined that such distribution of rights is lawful and reasonably practicable. In the event any of the conditions set forth above are not satisfied, the Depositary shall proceed with the sale of the rights as contemplated in Section 4.4(b) below or, if timing or market conditions may not permit, do nothing thereby allowing such rights to lapse. In the event all conditions set forth above are satisfied, the Depositary shall establish an ADS Record Date (upon the terms described in Section 4.7 hereof) and establish procedures to distribute such rights (by means of warrants or otherwise) and to enable the Holders to exercise the rights (upon payment of applicable fees and charges of, and expenses incurred by, the Depositary and taxes and/or other governmental charges). Nothing herein shall obligate the Depositary to make available to the Holders a method to exercise such rights to subscribe for Shares (rather than ADSs).

  • Preferred Units Notwithstanding anything to the contrary, the provisions of Section 14.3 are not applicable to Preferred Units or the holders of Preferred Units. Holders of Preferred Units shall have no voting, approval or consent rights under this Article XIV. Voting, approval and consent rights of holders of Preferred Units shall be solely as provided for and set forth in Article XVI.