Class A Preferred Units Clause Samples
The 'Class A Preferred Units' clause defines a specific class of ownership interests in a company or fund that typically carries certain preferential rights over other classes of units. These rights may include priority in receiving distributions, dividends, or proceeds upon liquidation, and may also involve special voting rights or protections. For example, holders of Class A Preferred Units might receive a fixed return before any distributions are made to common unit holders. The core function of this clause is to clearly establish the hierarchy and privileges associated with Class A Preferred Units, thereby allocating financial benefits and risk among different classes of investors.
Class A Preferred Units. Class A Preferred Units may be Transferred to any Person to which a Class A Preferred Member is permitted to assign its rights under the Rifk▇▇ ▇▇▇ Agreement in accordance with Section 10.9 thereof; provided, however, that (i) each such transferee agrees to be bound by the terms of the Agreement, (ii) each such transferee (x) represents that it is an accredited investor and gives such other investment representations and other undertakings as are customarily given by Persons acquiring securities in a private placement or (y) provides the Company with a written opinion of counsel reasonably satisfactory to the Company that such Transfer would not result in a violation of the registration requirements of the Securities Act, and (iii) any such Transfer will not result in violation of the registration requirements of the Securities Act.
Class A Preferred Units. As of the Effective Date, the aggregate number of outstanding Class A Preferred Units is Three Million Six Thousand Two Hundred Two (3,006,202).
Class A Preferred Units. Each Class A Preferred Member issued Class A Preferred Units shall make at the time of his, her or its admission to Company an initial Capital Contribution in such amount as the Board shall determine. Except for such initial Capital Contribution, no holder of a Class A Preferred Unit shall be required, or have any obligation, to make any additional Capital Contributions.
Class A Preferred Units. As of the Effective Time, the aggregate number of Class A Preferred Units issued to Rifk▇▇ ▇▇▇ders is 133,312,118.
Class A Preferred Units. On the Original Effective Date pursuant to the Class A Preferred Unit Purchase Agreement, the Class A Purchasers contributed to the Partnership, as a Capital Contribution, an aggregate $70,000,000 in exchange for an aggregate 3,500,000 Class A Preferred Units.
Class A Preferred Units. The Company shall issue Class A Preferred Units to the Trust as set forth in Schedule A hereto. The Class A Preferred Member shall possess no voting power with respect to such Class A Preferred Units held, except as set forth below.
(a) Notwithstanding the foregoing, so long as any Class A Preferred Units are outstanding, the Company shall not, without the prior written consent of the Class A Preferred Member:
(1) convert any Class A Preferred Units into another class or series of Units; or
(2) authorize, create, or increase the number of authorized or outstanding Units that rank senior or equal to the Class A Preferred Units as to the payment of distributions in respect of Units or of distributions upon the liquidation, dissolution, or winding up of the Company; or
(3) authorize, create, or issue any obligation or security convertible into or otherwise exercisable for, or any rights or options entitling the holder thereof to purchase, such other class of Units; or
(4) institute proceedings to be adjudicated bankrupt or insolvent, or consent to the institution of bankruptcy or insolvency proceedings against the Company, or file a petition seeking, or consent to, reorganization or relief with respect to the Company under any applicable federal or state law relating to bankruptcy, or consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of the Company or a substantial part of its property, or make any assignment for the benefit of creditors of the Company, or admit in writing the Company’s inability to pay its debts generally as they become due; or
(5) dissolve or liquidate other than as provided in Section 5.3.
(b) The terms and attributes of the Class A Preferred Units may not be modified, amended, terminated, or rescinded without the express prior written approval of the Class A
Class A Preferred Units. Class A Preferred Units may not be transferred, except as expressly permitted under the CCI Exchange Agreement or to any Person controlled by AT&T Corp; provided, however, that (i) each such transferee must agree to be bound by the terms of this Agreement and other applicable equity documents (including the CCI Exchange Agreement), (ii) each such transferee must represent that it is an accredited investor and give such other investment representations and other undertakings as are customarily given by Persons acquiring securities in a private placement, and (iii) the Transfer to such transferee must be effected pursuant to an exemption from registration under applicable securities laws.
Class A Preferred Units. Under the ----------------------- authority granted to it pursuant to Section 4.2.A hereof, the General Partner hereby establishes an additional Class of Units entitled "Class A Preferred Units" (the "Class A Preferred Units"). Class A Preferred Units shall have the designations, preferences, rights, powers, restrictions and limitations set forth in Exhibit H hereto. ---------
Class A Preferred Units. Authorization and Issuance. Subject to compliance with Article IV, each Preferred Member has committed to the Company, subject to Section 2.04(a) of this Agreement, an Initial Capital Contribution equal to the amount as reflected in Schedule A of this Agreement (subject to a final determination and adjustment on or before the Closing Date). The Company is hereby authorized to issue a class of Units designated as Class A Preferred Units. Class A Preferred Units issued shall, upon issuance thereof and full payment of each Preferred Member's Capital Contribution commitments therefor, be deemed to be duly authorized, validly issued, fully paid and nonassessable. A total of the number of Class A Preferred Units, as reflected in Schedule A of this Agreement (subject to a final determination and adjustment on or before the Closing Date) are hereby authorized for issuance by the Company, each at a price of$ 10.00 per Class A Preferred Unit, which if fully issued and full payment therefor received shall represent the total Capital Contribution, reflected in Schedule A of this Agreement (subject to a final determination and adjustment on or before the Closing Date), of the applicable Preferred Member. The Company shall pay a Preferred Return to each Preferred Member, on a monthly basis and subject to this Agreement.
Class A Preferred Units. SERIES 1