Class D Units Clause Samples

Class D Units. Holders of Class D Units will have a one-time election to convert to Class E Units. Former executive managing directors will be able to elect to convert their Class D Units to vested Class E Units. Active executive managing directors will be able to convert their vested Class D Units to Class E Units, subject to a one-year vesting period. However, such units would vest if the active executive managing director is terminated without cause. Active executive managing directors will be able to convert their unvested Class D Units to Class E Units that would retain their existing vesting schedules. Unvested Class D Units that are scheduled to vest in less than 12 months at time of restructure will be subject to a one-year vesting period. Except as expressly provided above, the Class E Units received in respect of Class D Units will have no Class A-1 Units associated with them and will retain all rights, including, without limitation, rights to receive TRA payments, participation in change of control and full voting rights.

Class D Units. The term “Class D Units” means the Units having the privileges, preferences, and rights specified with respect to “Class D Units” in this Agreement, including those described in Section 7.1(c)(5).

Class D Units. Each Class D Unit shall be entitled to one (1) vote on matters with respect to which the Members holding Class D Units are entitled to vote. In addition, the Class D Members shall be entitled to certain additional rights as expressly set forth in this Agreement. Additional and different classes or series of Units may be created and issued to new or existing Members on such terms and conditions as the Directors may determine, with the approval of the holders of the Class A Units as required under Section 4.17, the holders of the Class B Units to the extent required by Section 4.18, the holders of the Class C Units to the extent required by Section 4.19, and the holders of the Class D Units to the extent required by Section 4.20. Such additional and different classes or series of Units may have different rights, powers and preferences (including, without limitation, designation of Directors, voting rights and distribution preferences), which may be different from or superior to those of existing Members. In the event of creation of such additional classes or series of Units (with the approval of the holders of the Class A Units, and the holders of the Class B units to the extent required by Section 4.18), the Company’s Unit records shall be updated as necessary by the Directors to reflect such Units and the Directors shall amend this Agreement, and the Members hereby consent to the amendment hereof, to reflect (a) the sale of additional Units with such terms as the Directors shall deem appropriate, (b) the admission of the additional Members.

Class D Units. The Schedule of Members sets forth the identity of all Class D Members and the number of Class D Units held by each Class D Member. Class D Units are issuable to the GIP Member. Upon the Exchange contemplated in any Exchange Election, the Class D Units covered by such Exchange Election shall be exchanged for Exchange Shares pursuant to the Exchange Agreement and, in connection with such Exchange, reclassified as Class C Units. The Class D Units shall rank pari passu with, and have all the same rights (including the rights to share in Net Income and Net Loss or items thereof and distributions made in accordance with ARTICLE IV) and be subject to all of the same obligations, as the Class A, Units, the Class B Units and the Class C Units.

Class D Units. Each Class D Unit held by a Limited Partner which it received in connection with a DST Acquisition shall automatically, and without any action on the part of the Limited Partner, convert into a number of Class I Units (including fractional Class I Units) equal to the Class D Conversion Rate at the end of the month in which the Dealer Manager and/or the General Partner, in conjunction with the Partnership’s transfer agent, determines that the aggregate Distribution Fees paid with respect to such Class D Units in connection with such DST Acquisition would equal or exceed, in the aggregate, 8.75% (or a lower a limit agreed upon in the applicable selling agreement between the Dealer Manager and the participating broker-dealer that sold the Class D Units) of the value of the Limited Partner’s Class D Units received by the Limited Partner at the closing of the applicable DST Acquisition, as recorded on the Operating Partnership’s books and records.

Class D Units. Each Class D Unit held by a Limited Partner which it received in connection with the exercise of any FMV Purchase Option shall automatically, and without any action on the part of the Limited Partner, convert into a number of Class I Units (including fractional Class I Units) equal to the Class D Conversion Rate at the end of the month in which the Dealer Manager and/or the General Partner, in conjunction with the Partnership’s transfer agent, determines that the aggregate DST Up-Front Commissions and Distribution Fees paid with respect to such Class D Units and the DST Interests exchanged for such Class D Units in connection with the exercise of such FMV Purchase Option would equal or exceed, in the aggregate, 8.75% (or a lower a limit agreed upon in the applicable selling agreement between the Dealer Manager and the participating broker-dealer that sold the DST Interests that were exchanged for such Class D Units) of the cash purchase price paid for such DST Interests.

Class D Units. Subject to the conditions and restrictions set forth in this Section 9, a Class D Member may Transfer all or any portion of its Class D Units to any Person approved by a majority of the Directors in writing. The Directors shall have the authority to disallow any proposed Transfer of Class D Units at their sole discretion.

Class D Units. The Class D Units will initially be issued pro rata to the Lenders who are party to the Credit Agreement on the Closing Date (as such term is defined in the Credit Agreement) so that, on the Closing Date, each Lender holds the same number of Class D Units as it does Class A Units. The Class A Units to which the Class D Units correspond shall be referred to herein as the “Stapled Class A Units”. For avoidance of doubt, any Class A Units acquired by a Lender subsequent to the date hereof (other than any Stapled Class A Units and corresponding Class D Units transferred to any person as permitted by this Agreement) shall not be considered Stapled Class A Units. No additional Class D Units may be issued by the Company without the unanimous prior written consent of the holders of the Class D Units. Each Class D Unit shall have the following rights only:

Class D Units. The Company is hereby authorized to issue Class D Units. The number of issued and outstanding Class D Units shall be as set forth on the Members Schedule (as it may be amended from time to time by the Company to reflect future issuances).