Class D Units. Holders of Class D Units will have a one-time election to convert to Class E Units. Former executive managing directors will be able to elect to convert their Class D Units to vested Class E Units. Active executive managing directors will be able to convert their vested Class D Units to Class E Units, subject to a one-year vesting period. However, such units would vest if the active executive managing director is terminated without cause. Active executive managing directors will be able to convert their unvested Class D Units to Class E Units that would retain their existing vesting schedules. Unvested Class D Units that are scheduled to vest in less than 12 months at time of restructure will be subject to a one-year vesting period. Except as expressly provided above, the Class E Units received in respect of Class D Units will have no Class A-1 Units associated with them and will retain all rights, including, without limitation, rights to receive TRA payments, participation in change of control and full voting rights.
Class D Units. (a) The General Partner hereby designates and creates and authorizes for issuance a class of Units to be designated as “Class D Units,” consisting of a total of 66,100,000 Class D Units, and fixes the preferences and the relative, participating, optional and other special rights, powers and duties pertaining to the Class D Units as set forth herein. Immediately following the Class D Unit Issuance Date and thereafter, except as otherwise provided in Section 4.15(j), no additional Class D Units shall be designated, created or issued without the prior written approval of the General Partner and the holders of a majority of the Outstanding Class D Units.
Class D Units. The term “Class D Units” means the Units having the privileges, preferences, and rights specified with respect to “Class D Units” in this Agreement, including those described in Section 7.1(c)(5).
Class D Units. Each Class D Unit shall be entitled to one (1) vote on matters with respect to which the Members holding Class D Units are entitled to vote. In addition, the Class D Members shall be entitled to certain additional rights as expressly set forth in this Agreement. Additional and different classes or series of Units may be created and issued to new or existing Members on such terms and conditions as the Directors may determine, with the approval of the holders of the Class A Units as required under Section 4.17, the holders of the Class B Units to the extent required by Section 4.18, the holders of the Class C Units to the extent required by Section 4.19, and the holders of the Class D Units to the extent required by Section 4.20. Such additional and different classes or series of Units may have different rights, powers and preferences (including, without limitation, designation of Directors, voting rights and distribution preferences), which may be different from or superior to those of existing Members. In the event of creation of such additional classes or series of Units (with the approval of the holders of the Class A Units, and the holders of the Class B units to the extent required by Section 4.18), the Company’s Unit records shall be updated as necessary by the Directors to reflect such Units and the Directors shall amend this Agreement, and the Members hereby consent to the amendment hereof, to reflect (a) the sale of additional Units with such terms as the Directors shall deem appropriate, (b) the admission of the additional Members.
Class D Units. The Schedule of Members sets forth the identity of all Class D Members and the number of Class D Units held by each Class D Member. Class D Units are issuable to the GIP Member. Upon the Exchange contemplated in any Exchange Election, the Class D Units covered by such Exchange Election shall be exchanged for Exchange Shares pursuant to the Exchange Agreement and, in connection with such Exchange, reclassified as Class C Units. The Class D Units shall rank pari passu with, and have all the same rights (including the rights to share in Net Income and Net Loss or items thereof and distributions made in accordance with ARTICLE IV) and be subject to all of the same obligations, as the Class A, Units, the Class B Units and the Class C Units.
Class D Units. The Company is hereby authorized to issue Class D Units. The number of issued and outstanding Class D Units shall be as set forth on the Members Schedule (as it may be amended from time to time by the Company to reflect future issuances).
Class D Units. The Class D Units will initially be issued pro rata to the Lenders who are party to the Credit Agreement on the Closing Date (as such term is defined in the Credit Agreement) so that, on the Closing Date, each Lender holds the same number of Class D Units as it does Class A Units. The Class A Units to which the Class D Units correspond shall be referred to herein as the “Stapled Class A Units”. For avoidance of doubt, any Class A Units acquired by a Lender subsequent to the date hereof (other than any Stapled Class A Units and corresponding Class D Units transferred to any person as permitted by this Agreement) shall not be considered Stapled Class A Units. No additional Class D Units may be issued by the Company without the unanimous prior written consent of the holders of the Class D Units. Each Class D Unit shall have the following rights only:
Class D Units. Class D Units shall consist of those Units that may be issued pursuant to the Employee Unit Plan. Class D Units shall have all the rights, privileges, preferences, and obligations as are specifically provided for in this Agreement for Class D Units, and as may otherwise be generally applicable to all classes of Units, unless such application is specifically limited to one or more other classes of Units.
Class D Units. The Class D Units shall be subject to repurchase by the Company in accordance with the provisions set forth on SCHEDULE C hereto. Any Class D Units that have not been issued or that have been repurchased shall not be outstanding for purposes of determining clause (y) of the Outstanding D Units Percentage. Class D Units that are repurchased may be reissued (subject to Section 12.1(a) hereof).
Class D Units. Under the authority granted to it by Section 4.2.A hereof, the General Partner has established an additional class of Partnership Units entitled "Class D Units." Class D Units have the designations, preferences, rights, powers and duties as set forth in Exhibit F hereto.
