Class B Interests Clause Samples

Class B Interests. On, or as soon as reasonably practicable after the Effective Date, CPN Management, LP, a Delaware limited partnership (the “Partnership”), shall grant to Executive an award of Class B Interests (as defined in the Amended and Restated Limited Partnership Agreement of CPN Management, LP, dated and effective as of March 8, 2018 (as it may be amended, modified or supplemented from time to time, the “LP Agreement”)), which shall, except as provided in Section 8(e)(iv) herein, be governed by the terms and conditions of an award agreement substantially in the form attached hereto as Exhibit A (the “Award Agreement”).

Class B Interests. 25% of the Class B Interests shall vest and automatically convert to Vested Interests hereunder and under the Partnership Agreement on each of the first, second, third and fourth anniversaries of the Initial Closing Date (each date, a “Time Vesting Date”). Notwithstanding the foregoing in the event that: (i) a Change of Control occurs at a time when Executive is employed by the Company, Executive shall thereupon be deemed to have vested 100% into ownership of all Class B Interests immediately prior to such Change of Control (and such Class B Interests shall automatically convert to Vested Interests hereunder and under the Partnership Agreement); (ii) Executive’s employment is terminated for any reason, except as set forth, and to the extent provided, in Section 3.1(a)(iii)), Executive shall have no right to further vesting of the Class B Interests that are Unvested Interests (and such Class B Interests shall be Unvested Interests notwithstanding the provisions of this Section 3.1(a)); and (iii) Executive’s employment with the Company is terminated (x) by the Company without Cause, (y) as a result of death or Disability or (z) by Executive as a result of a Constructive Termination, Executive shall thereupon be deemed to have vested in the Class B Interests that would have vested on the next Time Vesting Date (and such Class B Interests shall automatically convert to Vested Interests hereunder and under the Partnership Agreement).

Class B Interests. As soon as practicable after the Closing Date, and subject to approval by the Board, the Executive shall be eligible to receive a grant of Class B Interests of TJH (the “Class B Interest Grant”), which shall vest, subject to the Executive’s continued employment, as follows: twenty percent (20%) of the Class B Interest Grant shall vest on the first anniversary of the date of grant; twenty percent (20%) of the Class B Interest Grant shall vest on the second anniversary of the date of grant; twenty percent (20%) of the Class B Interest Grant shall vest on the third anniversary of the date of grant; twenty percent (20%) of the Class B Interest Grant shall vest on the fourth anniversary of the date of grant; and the remaining twenty percent (20%) of the Class B Interest Grant shall vest upon TJH completing a Qualifying IPO (as defined in the LLC Agreement) or a sale of all or substantially all of the assets of TJH, and if such Qualifying IPO or sale results in each Class A Member recouping one hundred percent (100%) of its Capital Contributions in respect of the Class A Interests (as such terms are defined in the LLC Agreement). The terms and conditions of the Class B Interest Grant shall be documented in the corresponding award agreement between TJH and the Executive, which award agreement shall include the material terms set forth hereto as Exhibit 1, and subject to the LLC Agreement.

Class B Interests. The Class B Interests shall be divided into Class B-1 Interests (the “Class B-1 Interests”) and Class B-2 Interests (the “Class B-2 Interests”), each of which shall carry the rights, preferences, and privileges as set forth herein. Except as otherwise required by the Act, the Class B Interests shall have no voting or consent rights for any matter in which action is or may be taken by the Members of the Company. Except as otherwise determined by the Board, the Class B Interests shall initially be issued solely to the KELP.

Class B Interests. Class B Interests have only the rights, privileges, preferences, and obligations specifically provided for in this Agreement. Without limiting the foregoing, the Class B Interests shall have no voting rights other than those voting rights specifically required under the TLLCL. Except as specifically provided in this Agreement, the holder of the Class B Interests shall be entitled to share in distributions of Distributable Cash based on the percentage of total Membership Interests issued and outstanding at such time held the holder of the Class B Interests (the “Class B Member”) as of the relevant date, which percentage is set forth on Exhibit A as it may be amended or adjusted from time to time, except that the Class B Member may be entitled to more than its share of such distribution of Distributable Cash in the event the Class B Member accepts a Declined Distribution in accordance with Section 7.2. The Class B Interests will be issued by the Company and held by the Class B Member subject to the repurchase rights and other terms and conditions of this Agreement and any other written agreement entered into between the Class B Member and the Company.

Class B Interests. “Class B Interests” shall mean the interest in the Partnership held by each Class B Limited Partner with respect to the Class B Related Assets.

Class B Interests. (i) Each of Blue Bird and the Investor hereby agree to purchase from the Company and make Capital Contributions to the Company for, and in exchange the Company shall sell and issue to Blue Bird or the Investor (as applicable), Class B Interests up to their respective Class B Commitment Amount, subject to the terms and conditions of this Agreement (“Class B Commitment”). (ii) The Class B Commitment Amounts shall be available for drawdown by the Company pursuant to capital calls issued by the Board in accordance with Section 4.2 at any time from and including the Additional Contributions Effective Date until and including the fifth (5th) anniversary of the Effective Date. In consideration of Capital Contributions of the Class B Members in respect of their Class B Commitment Amount, the Company shall issue Class B Interests to each Class B Member. Following issuance of any Class B Interests, the Board shall cause Exhibit 1 hereto to be updated to provide a list of the Class B Pro Rata Shares and corresponding Class B Members. (iii) Following the issuance of any Class B Interests, dividends shall accrue on each Class B Interest at the Distribution Rate, and shall be paid quarterly, as of each Quarterly Payment Date, in cash or in kind through a PIK Event, as provided herein, to the holder of such Class B Interest.

Class B Interests. As soon as reasonably practicable following the execution of this Agreement, (i) NextMedia Investors LLC, a Delaware limited liability company ("Investors LLC"), shall issue to Executive an ------------- aggregate of 1.4936 Class B membership interests in Investors LLC and (ii) Executive shall become a party to the Second Amended and Restated Limited Liability Company Agreement of Investors LLC dated as of June , 2001, and -- (B) acknowledge that Executive is not entitled to receive any additional Class B membership interests that may be reallocated among the existing Class B members or issued by Investors LLC. Executive acknowledges and agrees that Executive shall not be entitled to receive any additional Class B membership interests that may be issued by Investors to the Class B Members existing as of the date hereof.

Class B Interests. Class B Interests shall be issued to a Member in consideration of such Member’s (i) entering into an Asset Contribution Agreement, Lease Agreement, Private Power Operating Agreement or Public and Cooperative Power Operating Agreement, and/or (ii) making a cash contribution (including Start-Up Costs) to the Company. There shall be One Hundred (100) Class B Interests. Each Class B Interest shall entitle its holder to the voting rights set forth in Article 8 hereof. Class B Interests shall not entitle a Member to any distributions or payments from the Company; provided, however, that notwithstanding the foregoing, Class B Interests shall entitle a Member to payments made pursuant to Transfer Agreements between the Company and such Member, as applicable. Initially, each Member, other than the Corporate Manager, shall receive an amount of Class B Interests equal to its Member Proportional Value Share of the aggregate Class B Interests, as set forth on Schedule 3.1 (c) hereto. Thereafter, the number of Class B Interests held by each Member shall be adjusted (if necessary) at such time (and from time to time) as when the Managing Member adjusts the Member Proportional Value Share of each Member, so that, after giving effect to such adjustments, the number of Class B Interests held by each Member shall increase or decrease (if necessary) based on such Member’s adjusted Member Proportional Value Share. The Managing Member shall adjust the Member Proportional Value Share of each Member: (i) at any time that a Member withdraws pursuant to Sections 9.8 and 9.9 hereof; and (ii) once a year, not more than thirty (30) days after the Managing Member causes the Company to file a revised OATT, to account for (x) the addition of any Additional Participants as Members of the Company, (y) any additional Transmission Assets that have become subject to Transfer Agreements and/or any additional cash that has been contributed to the Company during such year, and (z) changes in the Net Book Value of Transmission Assets then subject to Transfer Agreements, which adjustments shall be made in accordance with the schedules to Section 5.1 of the Transfer Agreements. Not later than ten (10) days after adjusting the Member Proportional Value Share of each Member pursuant to this Section 3.1(c), the Managing Member shall send a written notice of such adjustment to each Member, which notice shall contain a detailed explanation of each such Member’s revised Member Proportional Value Share an...