Unvested Common Units Sample Clauses

The "Unvested Common Units" clause defines the status and treatment of common units in a company that have been granted to an individual but have not yet met the conditions required for vesting. Typically, these units are subject to a vesting schedule, meaning the recipient must fulfill certain requirements—such as continued employment or reaching performance milestones—before gaining full ownership rights. This clause clarifies that until vesting occurs, the holder may have limited or no rights to transfer, vote, or receive distributions from these units. Its core function is to protect the company by ensuring that equity incentives are earned over time, thereby aligning the interests of recipients with the long-term success of the business and mitigating the risk of unearned ownership if the recipient departs early.
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Unvested Common Units. To the extent that any distribution, other than a Tax Distribution, is to be made to a Member in respect of any Unvested Common Unit, such distribution shall be set aside for such Member to be distributed to such Member at the time that such Unit ceases to be an Unvested Common Unit. To the extent that such Unvested Common Unit shall be forfeited by or repurchased from such Member without having ceased to be an Unvested Common Unit, such distribution shall revert to the Company.
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Unvested Common Units. With respect to any shares of Class B Common Stock corresponding to Common Units which remain subject to vesting conditions in accordance with any applicable Equity Plan or Individual Award Agreement, the Member holding such shares of Class B Common Stock shall abstain from voting any such shares of Class B Common Stock with respect to any matter to be voted on or considered by the stockholders of the Corporation at any annual or special meeting of the stockholders of the Corporation or action by written consent of the stockholders of the Corporation unless and until such time as such Common Units have vested in accordance with the applicable Equity Plan or Individual Award Agreement.
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Unvested Common Units. Unvested Common Units shall be subject to the terms of the MI Plan and applicable Management Rollover Agreements, and the General Partner shall have sole and absolute discretion to interpret and administer the MI Plan and Management Rollover Agreements and to adopt such amendments thereto or otherwise determine the terms and conditions of such Unvested Common Units in accordance with this Agreement and the applicable Management Rollover Agreements. Except as set forth in Article 5, distributions shall not be made in respect of Unvested Common Units. Unvested Common Units that fail to vest and are forfeited by the applicable Management Limited Partner shall be cancelled by the Partnership (along with the Interest that such Unvested Common Units represent and the corresponding shares of Class B Common Stock) and shall no longer be entitled to any Distributions. The Partnership shall treat a Management Limited Partner holding an Unvested Common Unit as the owner of such Unit, and the Partnership shall file its IRS Form 1065, and the Partnership shall issue appropriate Schedule K-1s, if any, to such Management Limited Partner, allocating to such Management Limited Partner its distributive share of all items of income, gain, loss, deduction and credit associated with such Unvested Common Unit as if it were fully vested. Each Management Limited Partner agrees to take into account such distributive share in computing its U.S. federal income tax liability for the entire period during which it holds any Unvested Common Unit. The Partnership and each Limited Partner agree not to claim a deduction (as wages, compensation or otherwise) for U.S. federal, state and local income tax purposes the fair market value of any Unvested Common Unit issued to a Management Limited Partner, whether at the time of grant of the Unit or at the time the Unit becomes a Vested Common Unit. Each recipient of an Unvested Common Unit (whether issued on or after the date hereof) agrees to timely and properly file an election under Section 83(b) of the Code with respect to each Unvested Common Unit and provide the General Partner with a copy of such election.
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Unvested Common Units. Upon any redemption or repurchase by the Company, or forfeiture to the Company, of any Unvested Common Unit pursuant to the applicable restricted unit purchase agreement or other arrangement or agreement between the holder of such Common Units, the Board may specially allocate any item of Company income, gain, deduction or loss to the Members to, as closely as possible, achieve the results that would have been achieved had such Unvested Common Unit never existed.
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Unvested Common Units. Each Unvested Common Unit outstanding immediately prior to the Effective Time shall be cancelled and extinguished and no cash or other consideration shall be paid with respect thereto.
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Unvested Common Units. With Respect To Any Shares Of Class B Common Stock Corresponding To Common Units Which Remain Subject To Vesting Conditions In Accordance With Any Applicable Equity Plan Or Individual Award Agreement, The Member Holding Such Shares Of Class B Common Stock Shall Abstain From Voting Any Such Shares Of Class B Common Stock With Respect To Any Matter To Be Voted On Or Considered By The Stockholders Of The Corporation At Any Annual Or Special Meeting Of The Stockholders Of The Corporation Or Action By Written Consent Of The Stockholders Of The Corporation Unless And Until Such Time As Such Common Units Have Vested In Accordance With The Applicable Equity Plan Or Individual Award Agreement.
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Unvested Common Units. To the extent that any distribution, other than a Tax Distribution, is to be made to a Member in respect of any Unvested Common Unit, such distribution shall be set aside for such Member to be distributed to such Member at the time that such Common Unit ceases to be an Unvested Common Unit (or if, as provided in Section 2.2(c)(ii), any Unvested Common Unit has been Transferred pursuant to and in accordance with Article VIII, at such later time that the securities received in exchange therefor cease to be subject to the vesting, forfeiture, repurchase or similar provisions to which such Unvested Common Unit was subject). To the extent that such Unvested Common Unit shall be forfeited by or repurchased from such Member without having ceased to be an Unvested Common Unit, such distribution shall revert to the Company.
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Unvested Common Units. Except as provided in Section 4 below, the Restricted Common Units issued pursuant to this Agreement shall initially be deemed “Unvested Common Units” under the LLC Agreement, and shall be subject to all of the restrictions on Unvested Common Units (as well as on Common Units, in general) under the LLC Agreement and shall carry only such rights as are conferred on Unvested Common Units under the LLC Agreement. Unvested Common Units will become “Vested Common Units” in accordance with the provisions of Section 4.
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Related to Unvested Common 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.

  • 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:”

  • 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.

  • Unvested Options Except where prohibited by Applicable Law, each Unvested Option held by a Continuing Employee shall, on the terms and subject to the conditions set forth in this Agreement, be assumed and converted by Acquirer (such Unvested Options assumed hereunder, the “Assumed Options”) in accordance with Section 409A of the Code and Section 424 of the Code, and the attendant Treasury Regulations under such Code sections, and in accordance with Section 5.12. As set forth in Section 5.12, subject to any agreement entered into by such Continuing Employee with Acquirer or the Surviving Corporation, each Assumed Option shall be subject to the same vesting arrangements (including with respect to any acceleration existing as of the date hereto) that were applicable to such Assumed Option immediately prior to or at the Effective Time, except that (i) such Assumed Option shall be exercisable for that number of whole shares of Acquirer Class A Common Stock equal to the product (rounded down to the next whole number of shares of Acquirer Class A Common Stock, with no cash being payable for any fractional share eliminated by such rounding) of the number of shares of Company Common Stock that were issuable upon exercise of such option immediately prior to the Effective Time and the Option Exchange Ratio, (ii) the per share exercise price for the shares of Acquirer Class A Common Stock issuable upon exercise of such Assumed Option shall be equal to the quotient (rounded up to the next whole cent) obtained by dividing the exercise price per share of Company Common Stock at which such option was exercisable immediately prior to the Effective Time by the Option Exchange Ratio and (iii) subject to obtaining any consent required under the Company Option Plan from such Company Optionholder, no Assumed Option may be “early exercised” (i.e., an Assumed Option may be exercised for shares of Acquirer Class A Common Stock only to the extent the Assumed Option is vested at the time of exercise pursuant to the applicable vesting schedule). Acquirer will not assume any Unvested Options held by Persons that do not become Continuing Employees as of the Effective Time, and each such Unvested Option that is not an Assumed Options shall be cancelled for no consideration.