Series E Units Sample Clauses
The 'Series E Units' clause defines the specific class of equity or ownership interests being issued or referenced in a legal agreement, typically in the context of a financing round. This clause outlines the rights, preferences, and privileges associated with Series E Units, such as voting rights, dividend entitlements, or conversion features, and may specify the terms under which these units are offered to investors. By clearly delineating the characteristics and terms of Series E Units, the clause ensures that all parties understand the nature of the investment and helps prevent disputes regarding ownership rights or financial obligations.
Series E Units. (i) The Company may issue an aggregate of up to 7,032,967 Series E Units pursuant to Restricted Unit Agreements. The Series E Units may be vested (the “Vested Series E Units”) or unvested (the “Unvested Series E Units”). Unvested Series E Units shall vest or remain unvested in the manner and subject to the conditions set forth in the applicable Restricted Unit Agreement under which such Units were granted. The Company shall not issue Series E Units to any Person who has not executed and delivered to the Company the applicable Restricted Unit Agreement, together with one or more of the following agreements selected by the Board: (A) a non-competition and confidentiality agreement, substantially in the form attached hereto as Exhibit H, or in the form as otherwise approved by the Board, (B) a confidentiality, non-solicitation and non- disparagement agreement in the form approved by the Board, or (C) an employment agreement in the form approved by the Board. Notwithstanding anything to the contrary in this Agreement or the other Transaction Documents, in the event of a Change of Control, or upon the occurrence of a Liquidation Event, (x) the Compensation Committee, in its sole discretion, may allocate and cause the Company to issue all authorized but unissued Series E Units (not including any previously issued Series E Units that have been redeemed by or forfeited to the Company) and (y) all outstanding Series E Units shall automatically become Vested Series E Units. Furthermore, notwithstanding anything to the contrary in this Agreement or the other Transaction Documents, in the event of the death or disability of a Member, all outstanding Unvested Series E Units held by such Member shall automatically become Vested Series E Units.
(ii) The Series E Units are intended to constitute “profits interests” within the meaning of Revenue Procedures 93-27 and 2001-43 (or the corresponding requirements of any subsequent guidance promulgated by the IRS or other applicable law). Accordingly, the capital account associated with each Series E Unit at the time of its issuance shall be equal to zero dollars ($0.00). The Company and the holders of Series E Units shall file all federal income tax returns consistent with such characterization.
(iii) Of the aggregate authorized number of Series E Units, a number of Series E Units shall be designated by the Board as “Series E-1 Units”. The Company may from time to time designate and issue additional series of Series E Units (up...
Series E Units. Each Series E Unit that is issued and outstanding immediately prior to the Effective Time shall be canceled and extinguished and shall be converted automatically into and become a right to receive, subject to and in accordance with the procedures set forth in Section 2.7 and otherwise subject to Section 2.8 and Section 2.9, at the times specified herein, an amount equal to the Zephyr Services Series E Per Unit Merger Consideration, as set forth on the Net Merger Consideration Payment Schedule.
Series E Units a. Section 3.2(a) of the Agreement is hereby amended and replaced in its entirety as follows:
Series E Units. Whenever any distribution is paid to the holders of Common Units, TRG shall cause a distribution to be paid to the holder(s) of the Series E Units, in the same amount per unit that holders of Common Units receive per Common Unit, on the same terms as and simultaneous with such distribution paid to the holders of Common Units. In the event the outstanding Common Units are subdivided into a greater number of units, the distributions thereafter payable per unit with respect to Series E Units shall be equitably adjusted to the amount that would be payable to the holder of Series E Units if such Series E Units were converted into Common Units prior to such distribution.