Issuance of Class B Interests Clause Samples

The 'Issuance of Class B Interests' clause defines the terms and conditions under which a company or partnership may create and distribute Class B equity interests to investors or members. Typically, this clause outlines the process for authorizing new Class B units, the rights and obligations attached to these interests, and any limitations or requirements for their issuance, such as board approval or compliance with existing agreements. By establishing clear procedures and criteria for issuing Class B Interests, the clause ensures transparency and consistency in the allocation of ownership, helping to prevent disputes and maintain organizational control.
Issuance of Class B Interests. During the term of this Agreement and subject to Sections 6.2(b), 6.7 and 8.4(d) hereof, the Company shall not issue any Class B Interests to (i) any Person, including to an employee of the Company either directly, or indirectly through the KELP, without the prior written consent of the Remuneration Committee or (ii) to OM(US)H or any Affiliate of OM(US)H without the prior written consent of the KELP.
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Issuance of Class B Interests. On the first Utilisation Date, the Borrower shall issue to the Lender Class B Interests representing all of the Class B Interests in accordance with the Initial LLC Agreement.
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Issuance of Class B Interests. No additional Class B Interests shall be issued except in the event of a recapitalization of the Capital Stock of the General Partner, including any stock split, stock dividend, reclassification, or similar transaction.
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Issuance of Class B Interests. At the Closing, immediately following the Effective Time of the Merger, Parent shall issue and deliver to Holder the Holder Class B Interests.
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Issuance of Class B Interests. The delivery by AssetCo of this Agreement, duly executed by AssetCo and the Contributor, and the Amended and Restated Company LLC Agreement, duly executed by AssetCo and 8point3 OpCo Holdings, will cause the Company to issue 100% of the Class B Interests to 8point3 OpCo Holdings free and clear of any Liens (other than Permitted Equity Liens), and admit 8point3 OpCo Holdings as a member of the Company, immediately upon Closing.
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Issuance of Class B Interests. At Closing, each Property Contributor will receive, in exchange for a capital contribution equaling its pro rata share of the then current fair market value of the Incentive Distribution Rights, that percentage of Class B Interests equal to such Property Contributor’s Percentage, and each Property Contributor will be admitted as a Class B member of the General Partner with respect to such Class B Interests. Holders of the Class B Interests will be entitled to all of the rights, preferences and privileges with respect to the Class B Interests contained in the GP LLC Agreement, and such holders will be subject to all of the conditions and limitations contained in the GP LLC Agreement. The Class B members will not have any voting rights. The Class B Interests will be entitled to receive, in the aggregate, eighty percent (80%) of the cash distributions with respect to (i) the Incentive Distributions received by the General Partner from LRR Energy and (ii) any Common Units issued by LRR Energy to the General Partner in connection with the General Partner’s exercise of its right to reset the Target Distribution Levels set forth in Section 4.3 (“IDR Reset”), in each case, for a period of six years following the Closing. However, the Class B Interests will not participate in any appreciation in the value of the Incentive Distribution Rights or Common Units issued to the General Partner in connection with the General Partner’s IDR Reset. After the expiration of the six year period from the Closing, the Class B Interests will be cancelled and the Property Contributors will cease to be members of the General Partner.
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Issuance of Class B Interests. During the term of this Agreement and subject to Sections 6.2(b) and 6.7 hereof, the Company shall not issue any Class B Interests to OMAM or any Affiliate of OMAM without the prior written consent of the KELP.
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Issuance of Class B Interests. During the term of this Agreement and subject to Section 6.7 hereof, the Company shall not issue any Class B Interests to BrightSphere or any Affiliate of BrightSphere without the prior written consent of the KELP.
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Related to Issuance of Class B Interests

  • 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.

  • Issuance of LTIP Units The General Partner may from time to time cause the Partnership to issue LTIP Units to Persons who provide services to the Partnership or the General Partner, 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 4.04 and the special provisions of Sections 4.05 and 5.01(g), LTIP Units shall be treated as Common Units, with all of the rights, privileges and obligations attendant thereto. For purposes of computing the Partners’ Percentage Interests, holders of LTIP Units shall be treated as Common Unit holders and LTIP Units shall be treated as Common Units. In particular, the Partnership shall maintain at all times a one-to-one correspondence between LTIP Units and Common Units for conversion, distribution and other purposes, including, without limitation, complying with the following procedures: (i) If an Adjustment Event 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 Common Units and LTIP Units. The following shall be “Adjustment Events”: (A) the Partnership makes a distribution on all outstanding Common Units in Partnership Units, (B) the Partnership subdivides the outstanding Common Units into a greater number of units or combines the outstanding Common Units into a smaller number of units, or (C) the Partnership issues any Partnership Units in exchange for its outstanding Common Units by way of a reclassification or recapitalization of its Common Units. If more than one Adjustment Event occurs, the adjustment to the LTIP Units need be made only once using a single formula that takes into account each and every Adjustment Event as if all Adjustment Events occurred simultaneously. For the avoidance of doubt, the following shall not be Adjustment Events: (x) the issuance of Partnership Units in a financing, reorganization, acquisition or other similar business Common Unit Transaction, (y) the issuance of Partnership Units pursuant to any employee benefit or compensation plan or distribution reinvestment plan or (z) the issuance of any Partnership Units to the General Partner in respect of a capital contribution to the Partnership of proceeds from the sale of Additional Securities by the General Partner. If the Partnership takes an action affecting the Common Units other than actions specifically described above as “Adjustment Events” and in the opinion of the General Partner such action would require an adjustment to the LTIP Units to maintain the one-to-one correspondence described above, the General Partner shall have the right to make such adjustment to the LTIP Units, to the extent permitted by law and by any Equity Incentive Plan, in such manner and at such time as the General Partner, in its sole discretion, may determine to be appropriate under the circumstances. If an adjustment is made to the LTIP Units, as herein provided, the Partnership shall promptly file in the books and records of the Partnership an officer’s certificate setting forth such adjustment and a brief statement of the facts requiring such adjustment, which certificate shall be conclusive evidence of the correctness of such adjustment absent manifest error. Promptly after filing of such certificate, the Partnership shall mail a notice to each LTIP Unitholder setting forth the adjustment to his or her LTIP Units and the effective date of such adjustment; and

  • Capital Contributions and Issuance of Partnership Interests Section 5.1

  • Issuance of Additional Partnership Interests The General Partner, in its sole and absolute discretion, may raise all or any portion of the Additional Funds by accepting additional Capital Contributions of cash. The General Partner may also accept additional Capital Contributions of real property or any other non-cash assets. In connection with any such additional Capital Contributions (of cash or property), the General Partner is hereby authorized to cause the Partnership from time to time to issue to Partners (including the General Partner) or other Persons (including, without limitation, in connection with the contribution of tangible or intangible property, services, or other consideration permitted by the Act to the Partnership) additional Partnership Units or other Partnership Interests, which may be Common Units or other Partnership Units issued in one or more classes, or one or more series of any of such classes, with such designations, preferences and relative, participating, optional, conversion, exchange or other special rights, powers, and duties, including rights, powers, and duties senior to then existing Limited Partner Interests, all as shall be determined by the General Partner in its sole and absolute discretion subject to Maryland law, including without limitation, (i) the allocations of items of Partnership income, gain, loss, deduction, and credit to such class or series of Partnership Interests; (ii) the right of each such class or series of Partnership Interests to share in Partnership distributions; (iii) the rights of each such class or series of Partnership Interests upon dissolution and liquidation of the Partnership; and (iv) the right to vote, including, without limitation, the Limited Partner approval rights set forth in Section 11.2.A; provided, that no such additional Partnership Units or other Partnership Interests shall be issued to the General Partner unless either (a) (1) the additional Partnership Interests are issued in connection with the grant, award, or issuance of shares of the General Partner pursuant to Section 4.3.C below, which shares have designations, preferences, and other rights (except voting rights) such that the economic interests attributable to such shares are substantially similar to the designations, preferences and other rights of the additional Partnership Interests issued to the General Partner in accordance with this Section 4.3.B, and (2) the General Partner shall make a Capital Contribution to the Partnership in an amount equal to any net proceeds raised in connection with such issuance, or (b) the additional Partnership Interests are issued to all Partners holding Partnership Interests in the same class in proportion to their respective Percentage Interests in such class or (c) the additional Partnership Interests are issued pursuant to a Stock Plan. The General Partner’s determination that consideration is adequate shall be conclusive insofar as the adequacy of consideration relates to whether the Partnership Interests are validly issued and paid. In the event that the Partnership issues additional Partnership Interests pursuant to this Section 4.3.B, the General Partner shall make such revisions to this Agreement (including but not limited to the revisions described in Section 5.4, Section 6.2.B, and Section 8.6) as it determines are necessary to reflect the issuance of such additional Partnership Interests.

  • Class PO Certificates Private Certificates..................................... Class P, Class B-4, Class B-5 and Class B-6 Certificates. Rating Agencies.......................................... Fitch and S&P. Regular Certificates..................................... All Classes of Certificates other than the Class A-R Certificates. Residual Certificate..................................... Class A-R Certificates.