In Connection With an Initial Public Offering. (a) On the date of the consummation of an Initial Public Offering, any Class D Units which have not become vested in accordance with Section 3.1(a) on or prior to such date shall be converted into an economically equivalent number of restricted common limited partner interests in the Partnership or a successor partnership or shares of restricted common stock of the General Partner, which restricted partner interests or shares shall become vested and unrestricted on the earlier of (i) the date or dates on which such Class D Units would have vested in accordance with Section 3.1(a) or, if later, the Lockup Expiration Date and (ii) a Change in Control, in each case subject to the Holder’s continuous employment with the General Partner or any Affiliate of the General Partner through the applicable vesting date. (b) On the date of the consummation of an Initial Public Offering, any Class D Units which have become vested in accordance with Section 3.1(a) on or prior to such date shall be converted into an economically equivalent number of restricted common limited partner interests in the Partnership or a successor partnership or shares of restricted common stock of the General Partner which shall become unrestricted on the Lockup Expiration Date. (c) In the event that any Class D Units are converted into common limited partner interests in the Partnership or a successor partnership or shares of common stock of the General Partner (restricted or unrestricted) pursuant to this Section 4.2, the Holder shall have no further rights with respect to the Class D Units or any distributions or any other rights as a holder of interests in the Partnership. The number of such common limited partner interests or shares of common stock (and the terms thereof and the rights associated therewith) into which the Class D Units are converted shall be determined by the General Partner, which determination shall be final and binding.
Appears in 1 contract
Sources: Class D Unit Award Agreement (Bellingham II Associates, L.L.C.)
In Connection With an Initial Public Offering. (a) On the date of the consummation of an Initial Public Offering, any Class D Units which have not become vested in accordance with Section 3.1(a4.1(a) on or prior to such date shall be converted into an economically equivalent number of restricted common limited partner interests in the Partnership or a successor partnership or shares of restricted common stock of the General Partner, which restricted partner interests or shares shall become vested and unrestricted on the earlier of (i) the date or dates on which such Class D Units would have vested in accordance with Section 3.1(a4.1(a) or, if later, the Lockup Expiration Date and (ii) a Change in Control, in each case subject to the Holder’s continuous employment with the General Partner or any Affiliate of the General Partner through the applicable vesting date.
(b) On the date of the consummation of an Initial Public Offering, any Class D Units which have become vested in accordance with Section 3.1(a4.1(a) on or prior to such date shall be converted into an economically equivalent number of restricted common limited partner interests in the Partnership or a successor partnership or shares of restricted common stock of the General Partner which shall become unrestricted on the Lockup Expiration Date.
(c) In the event that any Class D Units are converted into common limited partner interests in the Partnership or a successor partnership or shares of common stock of the General Partner (restricted or unrestricted) pursuant to this Section 4.25.2, the Holder shall have no further rights with respect to the Class D Units or any distributions or any other rights as a holder of interests in the Partnership. The number of such common limited partner interests or shares of common stock (and the terms thereof and the rights associated therewith) into which the Class D Units are converted shall be determined by the General Partner, which determination shall be final and binding.
Appears in 1 contract
Sources: Class D Unit Award Agreement (Bellingham II Associates, L.L.C.)