Unvested Class B Units Clause Samples

The "Unvested Class B Units" clause defines the status and treatment of Class B equity units that have not yet met the conditions required for vesting. Typically, these units are granted to employees or service providers as part of an incentive plan, but remain subject to forfeiture until certain milestones, such as continued employment or performance targets, are achieved. This clause clarifies that unvested units do not confer full ownership rights, such as voting or dividend rights, and may be repurchased or cancelled if the recipient leaves the company before vesting. Its core function is to protect the company by ensuring that equity incentives are only fully earned by those who fulfill their service or performance commitments.
Unvested Class B Units. For the avoidance of doubt, a Class B Member may not Exchange any unvested Class B Units at any time.
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Unvested Class B Units. Except as the Company may otherwise agree in the Restricted Unit Agreement granting such Class B Units, upon (x) any termination of the employment of a Class B Member (or former Class B Member) by the Company or any of its Subsidiaries or any resignation thereof of a Class B Member (or former Class B Member) or (y) such Class B Member’s (or former Class B Member’s breach) of Section 8.8 or any other non-competition, non-solicitation (including of Clients or employees), non-hire, confidentiality or non-disparagement covenant of a Class B Member (or former Class B Member), the Unvested Class B Units held by such Class B Member or originally issued to such former Class B Member but held by one or more Transferees of such former Class B Member shall automatically be forfeited, terminated and cancelled.
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Unvested Class B Units. Unless otherwise determined by the Board in its sole discretion, no Applicable Distribution (other than a Tax Distribution) shall be made in respect of any Unvested Class B Units. The amount of any Applicable Distribution that would have otherwise been distributed in respect of such Unit that is an Unvested Class B Unit had such Unit been a Vested Class B Unit at the time of such initial Applicable Distribution (for each such Unvested Class B Unit, the “Unpaid Amount”) shall be distributed solely to the holders of Class A Units pro rata in accordance with their respective ownership of Class A Units at such time. To the extent that any such Unvested Class B Units that were outstanding at the time of such initial Applicable Distribution subsequently become Vested Class B Units and are outstanding at the time of any subsequent Applicable Distribution (any such outstanding Vested Class B Units, “Subsequently Vested Class B Units”, and such subsequent Applicable Distribution, a “Subsequent Applicable Distribution”), then on the date of such Subsequent Applicable Distribution, the amounts that would otherwise have been distributable in such Subsequent Applicable Distribution in respect of the Class A Units held by the respective holders thereof under Section 5.3(b)(i)(C) shall be distributed instead to the holders of such Subsequently Vested Class B Units in respect of their respective Subsequently Vested Class B Units until such amounts (plus any amounts previously distributed to such Subsequently Vested Class B Units under this Section 5.3(b)(iii)) equal the Unpaid Amounts which otherwise would have been distributable in such initial Applicable Distribution under Section 5.3(b)(i)(C) if such Subsequently Vested Class B Units had been Vested Class B Units at the time of such initial Applicable Distribution; provided, that, with respect to any such Subsequent Applicable Distribution, in the event that the sum of (x) the amount of such Subsequent Applicable Distribution that would be distributed to the holders of Class A Units in respect of their Class A Units under Section 5.3(b)(i)(C) plus (y) any amounts previously distributed to such Subsequently Vested Class B Units under this Section 5.3(b)(iii) is less than the aggregate amount of such Unpaid Amounts (such deficit with respect to each such Subsequently Vested Class B Unit, the “Unpaid Amount Deficit”), then the terms of this Section 5.3(b)(iii) shall continue to apply to any further Subsequent Applicable D...
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Unvested Class B Units. All of the Awarded Units issued pursuant to this Agreement shall initially be Unvested Class B Units under the LLC Agreement, shall be subject to all of the restrictions on Unvested Class B Units (as well as on Class B Units, in general) under the LLC Agreement, and shall carry only such rights as are conferred on Unvested Class B Units under the LLC Agreement. The Grantee shall not be entitled to receive any distributions from the Company with respect to any Unvested Class B Units at any time. Unvested Awarded Units will become Vested Awarded Units (as defined below) in accordance with the provisions of Section 4 of this Agreement.
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Unvested Class B Units. Except as set forth in Section 2.3, upon a termination of Service of the Participant for any reason, all unvested Class B Units as of such date of termination, shall immediately be forfeited and canceled in their entirety without any consideration.
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Unvested Class B Units. (i) Forfeiture upon Any Termination of Employment. Immediately upon the termination of employment of any Affected Member with WMG and its Affiliates for any reason, all unvested Class B Units of such Affected Member will be forfeited to the Company without any payment by the Company to such Affected Member in respect thereof. (ii) Forfeiture upon Change in Control. Except as otherwise determined by the Managing Member or provided in Section 3.2(d)(ii), immediately prior to a Change of Control, each outstanding unvested Class B Unit shall be immediately forfeited, without any payment to the Service Members.
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Unvested Class B Units 
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Related to Unvested Class B 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.

  • Class A Units If a Warrantholder exercises Warrants in connection with a tender offer for settlement prior to the First Regular Call Date, each Class A Unit called in connection with such exercise shall receive, in addition to principal and accrued interest, $1.50 per Class A Unit from the proceeds of the Warrant exercise. Class B Payments: If a Warrantholder exercises Warrants, then the Class B Units designated to be called in connection with such exercise shall receive the corresponding portion of the Class B Present Value Amount, adjusted for accrued Class B Payments on the Class B Units otherwise paid. If the Underlying Security Issuer redeems Underlying Securities and the previous paragraph does not apply, then the Class B Units designated for a redemption in connection with such redemption of Underlying Securities shall receive the amount with respect to the Class B Present Value Amount allocated for distribution in accordance with the applicable provisions of the Distribution Priorities below, paid as of the date of such redemption as an additional distribution.