Issuance of Incentive Units Clause Samples

The Issuance of Incentive Units clause defines the process and authority for granting incentive units, typically a form of equity or profit interest, to eligible individuals such as employees, consultants, or managers. This clause outlines who has the power to issue these units, the conditions under which they may be granted, and any limitations or procedures that must be followed, such as board approval or compliance with a specific incentive plan. Its core function is to provide a structured mechanism for rewarding and motivating key contributors, aligning their interests with the success of the company, and ensuring transparency and consistency in the allocation of incentive-based compensation.
Issuance of Incentive Units. The Board of Managers shall have the right to issue up to an aggregate of 11,363,182 Incentive Units, which number shall be reduced by the number of outstanding options to purchase Common Units plus the number of outstanding Common Units that were issued pursuant to an option grant, to Persons providing services to the Company. In connection with each issuance of Incentive Units as of a particular date, the Board of Managers shall set a “strike price” with respect to the Incentive Units issued on such date (a “Strike Price”). The Strike Price with respect to Incentive Units issued as of a particular date generally will be equal to the amount of Distributions that Common Members would be entitled to receive with respect to a Common Unit under Section 5.1(d) if all of the assets of the Company were sold for their fair market values, the liabilities of the Company were paid in full (except that non-recourse liabilities shall be paid only to the extent of the fair market value of the assets securing, or otherwise available to satisfy, such liabilities), and the remaining proceeds were distributed as of the end of such accounting period in accordance with Section 5.1. The reasonable determination of the Board of Managers of each Strike Price shall be final, conclusive and binding on all Members.
View SourceView Similar (2)
Issuance of Incentive Units. Switch hereby issues to the Recipient the number of Incentive Units set forth below the Recipient’s name on the signature page hereto (the “Incentive Unit Award”), on the terms and conditions set forth herein and in the Operating Agreement. The Hurdle Amount per Incentive Unit shall be as set forth below the Recipient’s name on the signature page attached hereto. If there shall occur any change with respect to the outstanding Common Units (including, without limitation, outstanding Incentive Units) by reason of any recapitalization, reclassification, unit split, reverse unit split or any merger, reorganization, consolidation, combination, spin-off or other similar change affecting such Incentive Units, Switch shall, in the manner and to the extent that it deems appropriate and equitable in its discretion, cause an adjustment to be made in the number of Incentive Units granted hereunder, the Hurdle Amount per Incentive Unit and/or any other terms hereunder that are affected by the event to the extent necessary to prevent dilution or enlargement of the Recipient’s rights hereunder.
View SourceView Similar (2)
Issuance of Incentive Units. (a) Upon execution of this Agreement, Participant will acquire from the Partnership, and the Partnership will issue and grant to Participant, the number of Class B Units set forth on the signature page hereto at no cost per Class B Unit, a certain number of which are specified as “Type I Units” on the signature page hereto and a certain number of which are specified as “Type II Units” on the signature page hereto. Such Class B Units will be Series 1 Incentive Units and shall have an initial Participation Threshold as set forth on the signature page hereto. The Participation Threshold with respect to each Class B Unit is subject to adjustment from time to time as set forth in the LP Agreement. The issuance of the Incentive Units to Participant hereunder is intended to be exempt from registration under the Securities Act pursuant to Regulation D or Rule 701 thereunder or Section 4(a)(2) thereof. (b) If Participant is (or is reasonably expected to become) a United States taxpayer, within 30 days after Participant acquires the Incentive Units from the Partnership, Participant will make a timely and effective election with the Internal Revenue Service under Section 83(b) of the Internal Revenue Code and the Treasury regulations promulgated thereunder in the form of Exhibit A attached hereto. Participant acknowledges that it is Participant’s sole responsibility, and not the Partnership’s, to file timely and properly an election under Section 83(b) of the Internal Revenue Code and any corresponding provisions of state tax laws, if applicable. (c) Prior to the issuance of the Incentive Units, Participant shall provide the Partnership with a properly completed United States Internal Revenue Service Form W-9 or Form W-8, as applicable. (d) In connection with the issuance of the Incentive Units contemplated herein, Participant represents and warrants to the Partnership that: (i) Participant possesses all requisite capacity, power and authority to enter into and perform Participant’s obligations under this Agreement and the LP Agreement. (ii) (x) Participant is an “accredited investor” within the meaning of Rule 501 of Regulation D of the Securities and Exchange Commission, or (y) if Participant is not an “accredited investor,” Participant acknowledges and agrees that (A) the opportunity to acquire interests in the Partnership is being offered in consideration of the services rendered to the Partnership and its Subsidiaries as additional compensation under a “written ...
View Source
Issuance of Incentive Units. (a) Upon execution of this Agreement, the Company will issue to the Recipient, and the Recipient will acquire, the following: (i) 943 Class B-1 Units, (ii) 943 Class B-2 Units and (iii) 943 Class B-3 Units (collectively, the "Initial Incentive Units"). (b) The business model of the Company is attached hereto as Exhibit A (as in effect from time to time, the "Muzak Model"); provided, that the Muzak Model may be subject to adjustment from time to time if approved in writing by the Company, the Recipient and ABRY, provided further, that if Actual EBITDA for fiscal year 2003 is less than Targeted EBITDA for fiscal year 2003, the Company will modify the Muzak Model to adjust the Targeted EBITDA for the following fiscal years accordingly. Commencing with fiscal year 2004 and so long as the Recipient is still employed by the Company, if the Company's EBITDA (on a consolidated basis) for a fiscal year as set forth in the audited financial statements for such fiscal year (the "Actual EBITDA") exceeds the Company's EBITDA (on a consolidated basis) target set forth in the Muzak Model for such fiscal year (the "Targeted EBITDA") by at least five percent (5%) (the "EBITDA Benchmark"), the Company will issue to the Recipient, and the Recipient will acquire, within thirty (30) days after the audited financial statements for such fiscal year have been delivered and reviewed by the board of directors of the Company (each such date of issuance, the "Date of Issuance"), the following: (i) 43 Class B-1 Units, (ii) 43 Class B-2 Units and (iii) 44 Class B-3 Units (collectively, the "Additional Incentive Units" and together with the Initial Incentive Units, the "Incentive Units"); provided, that if the Recipient is not eligible to be issued the Additional Incentive Units as a result of the failure of the Company to reach the EBITDA Benchmark for a particular fiscal year (a "Missed Year"), in any subsequent fiscal year(s) after a Missed Year, if Actual EBITDA for such fiscal year exceeds the EBITDA Benchmark for such fiscal year, (i) the amount of Actual EBITDA in excess of the EBITDA Benchmark for such fiscal year (the "Excess EBITDA") may be added to the Actual EBITDA of any Missed Year(s) and (ii) if upon the addition of all or any portion of such Excess EBITDA to Actual EBITDA for any Missed Year (the "Combined EBITDA"), the Combined EBITDA equals or exceeds the EBITDA Benchmark for such Missed Year, in addition to the Additional Incentive Units for that particular subsequent...
View Source
Issuance of Incentive Units. (a) Pursuant to the terms and subject to the conditions set forth in this Agreement, Service Member hereby subscribes for and agrees to acquire, and the Company hereby agrees to issue to Service Member, and Service Member desires to accept the issuance from the Company of, on the Issuance Closing Date, the number of Incentive Units set forth on Service Member’s Master Signature Page in exchange for services performed for and to be performed for the Company and its Subsidiaries by Service Member. The Incentive Units issued hereunder shall initially be Unvested Units that will vest and become Vested Units as determined in accordance with Schedule 2 attached hereto. (b) In the event Service Member ceases to provide services to the Company or its Subsidiaries for any reason, including but not limited to by reason of Service Member’s death or Disability, all Unvested Units held by Service Member (after giving effect to the additional vesting provided for in Schedule 2 (if any)) shall be forfeited as of the termination of Service Member’s service with the Company (or, to the extent a forfeiture is not permissible under the applicable law for any reason, the Unvested Units shall be subject to the Call Rights set forth in Article VIII of the Operating Agreement).
View Source
Issuance of Incentive Units. The Company hereby issues to the Recipient --------------------------- ___ Class B-1 Units, ___ Class B-2 Units and ___ Class B-3 Units. The Class B- 1, Class B-2 and Class B-3 Units together comprise the incentive units (the "Incentive Units").
View Source
Issuance of Incentive Units 
View SourceView Similar (6)

Related to Issuance of Incentive Units

  • Issuance of Restricted Shares The Restricted Shares shall be issued upon acceptance hereof by Employee and upon satisfaction of the conditions of this Agreement.

  • Issuance of Restricted Stock On the date hereof the Company issues to the Participant the Restricted Stock subject to the Restrictions and other conditions set forth in this Award Agreement. The Company shall cause the Restricted Stock to be issued in the name of the Participant or held in book entry form, but if a stock certificate is issued it shall be delivered to and held in custody by the Company until the Restrictions lapse or such Restricted Stock is forfeited. As a further condition to the Company’s obligations under this Award Agreement, the Participant’s spouse, if any, shall execute and deliver to the Company the Consent of Spouse attached hereto as Exhibit A.

  • 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

  • Restrictions on Grant of the Award and Issuance of Shares The grant of the Award and issuance of shares of Stock upon settlement of the Award shall be subject to compliance with all applicable requirements of federal, state or foreign law with respect to such securities. No shares of Stock may be issued hereunder if the issuance of such shares would constitute a violation of any applicable federal, state or foreign securities laws or other law or regulations or the requirements of any stock exchange or market system upon which the Stock may then be listed. The inability of the Company to obtain from any regulatory body having jurisdiction the authority, if any, deemed by the Company’s legal counsel to be necessary to the lawful issuance of any shares subject to the Award shall relieve the Company of any liability in respect of the failure to issue such shares as to which such requisite authority shall not have been obtained. As a condition to the settlement of the Award, the Company may require the Participant to satisfy any qualifications that may be necessary or appropriate, to evidence compliance with any applicable law or regulation and to make any representation or warranty with respect thereto as may be requested by the Company.

  • Issuance of Shares of Stock As soon as practicable following each Vesting Date (but in no event later than two and one-half months after the end of the year in which the Vesting Date occurs), the Company shall issue to the Grantee the number of shares of Stock equal to the aggregate number of Restricted Stock Units that have vested pursuant to Paragraph 2 of this Agreement on such date and the Grantee shall thereafter have all the rights of a stockholder of the Company with respect to such shares.