Equity Units Clause Samples

The 'Equity Units' clause defines the specific type and quantity of ownership interests, such as shares or membership units, that a party holds in a company. It typically outlines how these units are issued, transferred, or subject to vesting schedules, and may specify rights or restrictions attached to them, such as voting power or dividend entitlements. By clearly delineating the nature and terms of equity ownership, this clause ensures transparency and helps prevent disputes over ownership rights and obligations among stakeholders.
Equity Units. (i) With respect to the Partnership: [ ] Equity Units. (ii) With respect to the Company: [ ] Equity Units.
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Equity Units. Equity Units: Each Equity Unit will have a stated amount of $100 and will initially be a “Corporate Unit” consisting of a purchase contract issued by us and, initially, a 1/10th, or 10%, undivided beneficial ownership in one share of 0.125% Series A Cumulative Perpetual Convertible Preferred Stock, without par value, with a liquidation preference of $1,000 per share, issued by us, which we refer to as “Convertible Preferred Stock.” Number of Equity Units Offered: 2,000,000 (or a total of 2,200,000, if the underwriters exercise their over-allotment option in full). Initial Price to Public: $100 per Equity Unit, plus, if applicable, accrued but unpaid contract adjustment payments and accumulated but unpaid dividends, from the Settlement Date.
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Equity Units. Equity Units Each 2019 Series A Equity Unit (“Equity Unit”) will have a stated amount of $100 and will initially be a 2019 Series A Corporate Unit (“Corporate Unit”) consisting of a Purchase Contract issued by us and, initially, a 1/10, or 10%, undivided beneficial ownership interest in one share of 1.75% Series A Cumulative Perpetual Convertible Preferred Stock, without par value, with a liquidation preference of $1,000 per share, issued by us, which we refer to as “Convertible Preferred Stock.” Number of Equity Units Offered 14,000,000 (or a total of 16,100,000 if the underwriters exercise their over-allotment option in full) Initial Price to Public $100 per Equity Unit, plus accrued and unpaid Contract Adjustment Payments and accumulated and unpaid dividends, if any, from June 14, 2019. Aggregate Offering Amount $1,400,000,000 (or $1,610,000,000 if the underwriters exercise their over-allotment option in full) Purchase Contract Unless early settled as described in the preliminary prospectus supplement, each Purchase Contract obligates holders to purchase, and obligates us to sell, on June 1, 2022, for a price of $100, a number of newly issued shares of our common stock equal to the settlement rate, as described under “Description of the Purchase Contracts—Purchase of Common Stock” in the preliminary prospectus supplement. Total Distribution Rate on the Corporate Units 7.25% per annum Reference Price $73.91 (Closing Price on June 11, 2019) Maximum Settlement Rate 1.3529 shares of our common stock Contract Adjustment Payments Payable quarterly in arrears on March 1, June 1, September 1 and December 1 of each year (except where such date is not a business day, in which case Contract Adjustment Payments will be payable as of the next subsequent business day, without adjustment), commencing September 1, 2019 at a rate per year of 5.50% on the stated amount of $100 per Equity Unit, subject to our right to defer Contract Adjustment Payments, as described in the preliminary prospectus supplement. Contract Adjustment Payments will be paid in cash, shares of our common stock or a combination thereof, at our election. Deferred Contract Adjustment Payments Deferred Contract Adjustment Payments will accrue additional Contract Adjustment Payments at the rate of 7.25% per year until paid, compounded quarterly, to, but excluding, the payment date. Early Settlement of the Purchase Contracts A holder of Corporate Units or Treasury Units may elect to settle the related Pu...
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Equity Units. The Equity Units have been duly authorized by the Company and, when executed, issued and delivered by the Company against payment therefor on the Closing Date in accordance with the terms of this Agreement and the Purchase Agreement, will be duly executed and delivered by the Company and will (assuming due authentication thereof by the Purchase Contract Agent) constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, except as (i) may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting creditors’ rights generally, provided, however, that upon the occurrence of a Termination Event (as defined in the Purchase Contract), Section 365(e)(1) of the Bankruptcy Code (11 U.S.C. §§ 101-1330, as amended) would not substantively limit the provisions of Sections 3.15 and 5.6 of the Purchase Contract Agreement or Section 5.04 of the Pledge Agreement that require termination of the Purchase Contracts and release of the Collateral Agent’s security interest in (1) the Notes, (2) the Treasury Units or (3) the Applicable Ownership Interest of the applicable Treasury Portfolio (as defined in the Purchase Contract Agreement), as applicable, and the transfer of such securities to the Purchase Contract Agent (for the benefit of the holders of the Offered Securities); provided, further, however, that (x) the foregoing is subject to the equitable powers of the Bankruptcy Court and the Bankruptcy Court’s power under Section 105(a) of the Bankruptcy Code and (y) procedural restrictions respecting relief from the automatic stay under Section 362 of the Bankruptcy Code may delay the timing of the exercise of such rights and remedies; and (ii) is subject to general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law). The Equity Units will be in the form contemplated by, and will be entitled to the benefits of, the relevant Securities Agreements; the Equity Units will conform in all material respects to the respective statements relating thereto contained in the General Disclosure Package and in the Final Prospectus and will be in substantially the form filed or incorporated by reference, as the case may be, as exhibits to the Registration Statement; and the issuance of the Equity Units is not subject to preemptive or other similar rights.
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Equity Units. Pursuant to the terms of the FCF Plan, the DEU Agreements (as defined below) and the Limited Liability Company Agreement of WMG Management Holdings, LLC (“Holdings LLC”), dated January 1, 2013 (as amended, the “LLC Agreement”), your Equity Units shall be treated as follows: (a) Your Deferred Equity Units shall be settled in exchange for payment to you in the amount of $303,264, which equals the product of (i) the number of your outstanding Deferred Equity Units as of June 30, 2015 and (ii) the Fair Market Value of a Fractional Company Share, as determined by the Company, as of June 30, 2015. Such amount shall be paid to you not later than December 31, 2015. (b) Your Special Deferred Equity Units, 100% of which are unvested as of June 30, 2015, shall be forfeited as of June 30, 2015 with no consideration payable therefor. (c) Company hereby notifies you (on behalf of Holdings LLC) of the election to exercise the Call Right to purchase all of your outstanding Vested Matching Equity Units at a per unit purchase price of $132.92, which, in the Company’s determination, reflects the per unit Liquidation Value determined as of June 30, 2015, less the benchmark amount of $107.13. The aggregate payment to you in the amount of $72,931 shall be paid within 90 days following the Separation Date. (d) Your Unvested Matching Equity Units shall be forfeited as of June 30, 2015 with no consideration payable therefor. Capitalized terms used and not defined within this Paragraph 6 shall have the meanings ascribed thereto under the FCF Plan and LLC Agreement. You hereby agree to the valuation used for purposes of the payments to be made under this Section 6 in respect of your Deferred Equity Units and Vested Matching Equity Units.
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Equity Units. Over the course of their membership of the Society members will accumulate Equity Units, which represent their ownership of a stake of the Society’s assets. Each Equity Unit shall have the value of £1. It is possible that at any given time the sum of Equity Units held by all members of the Society will be less than the total value of property owned by the Society. When this is the case, the remainder of the value of the property is considered to be equity held by the Society itself.
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Related to Equity 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.

  • Units Interests in the Partnership shall be represented by Units. The Units initially are comprised of one Class: Class A Units. The General Partner may establish, from time to time in accordance with such procedures as the General Partner shall determine from time to time, other Classes, one or more series of any such Classes, or other Partnership securities with such designations, preferences, rights, powers and duties (which may be senior to existing Classes and series of Units or other Partnership securities), as shall be determined by the General Partner, including (i) the right to share in Profits and Losses or items thereof; (ii) the right to share in Partnership distributions; (iii) the rights upon dissolution and liquidation of the Partnership; (iv) whether, and the terms and conditions upon which, the Partnership may or shall be required to redeem the Units or other Partnership securities (including sinking fund provisions); (v) whether such Unit or other Partnership security is issued with the privilege of conversion or exchange and, if so, the terms and conditions of such conversion or exchange; (vi) the terms and conditions upon which each Unit or other Partnership security will be issued, evidenced by certificates and assigned or transferred; (vii) the method for determining the Total Percentage Interest as to such Units or other Partnership securities; and (viii) the right, if any, of the holder of each such Unit or other Partnership security to vote on Partnership matters, including matters relating to the relative designations, preferences, rights, powers and duties of such Units or other Partnership securities. Except as expressly provided in this Agreement to the contrary, any reference to “Units” shall include the Class A Units and any other Classes that may be established in accordance with this Agreement. All Units of a particular Class shall have identical rights in all respects as all other Units of such Class, except in each case as otherwise specified in this Agreement.

  • Common Units The capital structure of the Company shall consist of one class of common interests (the "Common Units"). The Company shall have authority to issue one thousand (1,000) Common Units. Each Common Unit shall have one vote and shall otherwise be identical with each other Common Unit in every respect.

  • Ltip Units (a) The General Partner may from time to time issue LTIP Units to Persons who provide services to the Partnership, for such consideration as the General Partner may determine to be appropriate, and admit such Persons as Limited Partners. Subject to the following provisions of this Section and the special provisions of Sections 4.5, 5.1(e), and 8.6, LTIP Units shall be treated as Limited Partnership Units, with all of the rights, privileges and obligations attendant thereto. For purposes of computing the Partners’ Percentage Interests, LTIP Units shall be treated as Common Units. (b) The Partnership shall maintain at all times a one-to-one correspondence between LTIP Units and Limited Partnership Units for conversion, distribution and other purposes, including without limitation complying with the following procedures: If an Adjustment Event (as defined below) occurs, then the General Partner shall make a corresponding adjustment to the LTIP Units to maintain a one-for-one conversion and economic equivalence ratio between Limited Partnership Units and LTIP Units. The following shall be “Adjustment Events:”

  • OP Units Any portion of the Consideration payable hereunder in the form of common units of limited partnership interests of the Operating Partnership (“OP Units”) shall be registered in the name of Contributor. OP Units will not be delivered to Contributor unless Section 2.2(j) hereof is true and correct as of the Closing Date. No fractional OP Units will be issued and OP Units will be rounded to the nearest whole number. The Consideration payable to Contributor, whether in cash, in OP Units or a combination thereof, may be reduced by the amount the Operating Partnership reasonably determines must be withheld for tax purposes. The rights and obligations of holders of OP Units as of the Closing will be as set forth in the First Amended and Restated Agreement of Limited Partnership of the Operating Partnership (the “Partnership Agreement”), the form of which was filed as Exhibit 10.1 to Amendment No. 1 to the REIT’s Registration Statement on Form S-11 (File No. 333-231677), which the REIT filed with the U.S. Securities and Exchange Commission (the “SEC”) on May 31, 2019 (the “IPO Registration Statement”). Although initially the OP Units will not be certificated and the Operating Partnership does not currently expect the OP Units will ever be certificated, any certificates, subsequently issued evidencing the OP Units will bear appropriate legends (i) indicating that the issuance of the OP Units has not been registered under the Securities Act of 1933, as amended (“Securities Act”) and that the OP Units may not be transferred absent registration under the Securities Act or an exemption from the registration requirements, (ii) indicating that the Partnership Agreement will restrict the transfer of the OP Units and (iii) describing the ownership limitations and transfer restrictions imposed by the charter of the REIT with respect to shares of the REIT’s capital stock.