Additional Common Units definition
Additional Common Units means all Common Units issued (or, pursuant to Section 9.2(c), deemed to be issued) by the Company after the Series C Original Issue Date, other than (1) the following Common Units and (2) Common Units deemed issued pursuant to the following Convertible Securities (clauses (1) and (2), collectively, “Exempted Securities”):
A. Class A Common Units or Convertible Securities issued as a dividend or distribution on Preferred Units;
B. Common Units issued by reason of a dividend, Unit split, split up or other distribution that is covered by Section 9.1(g), Section 9.1(h), Section 9.3, Section 9.4, Section 9.5 or Section 9.6;
C. Class B Common Units issued in accordance with the terms of this Agreement and with a Threshold Amount that is approved by the Board, including at least a Preferred Director Majority;
D. Units or Convertible Securities actually issued upon the exercise, conversion or exchange of Convertible Securities, in each case provided that (1) such issuance is pursuant to the terms of such Convertible Security and (2) such exercised, converted or exchanged Convertible Securities (or, if applicable, the Convertible Securities underlying such exercised, converted or exchanged Convertible Securities) as were outstanding as of the Effective Date;
E. Common Units or Convertible Securities issued to banks, equipment lessors or other financial institutions, or to real property lessors, pursuant to a debt financing, equipment leasing or real property leasing transaction approved by the Board, including at least a Preferred Director Majority in respect of any such approval given after the Series C Original Issue Date;
F. Common Units or Convertible Securities issued to suppliers or third party service providers in connection with the provision of goods or services pursuant to transactions approved by the Board, including at least a Preferred Director Majority in respect of any such approval given after the Series C Original Issue Date;
G. Common Units or Convertible Securities issued pursuant to the acquisition of another entity by the Company by merger, purchase of substantially all of the assets or other reorganization or to a joint venture agreement, provided that such issuances are approved by the Board, including at least a Preferred Director Majority in respect of any such approval given after the Series C Original Issue Date;
H. Common Units or Convertible Securities issued in connection with sponsored research, collaboration, technology license, dev...
Additional Common Units shall have the meaning ascribed to it in Section 3.12(d)(ii).
Additional Common Units has the meaning specified in Section 9.2(a)(iii).
Examples of Additional Common Units in a sentence
Notwithstanding anything herein to the contrary, any downward adjustment of the Conversion Price of the Series A Preferred Units may be waived, prospectively with respect to a particular issuance of Additional Common Units, by the consent or vote of a Majority in Interest of the Series A Members.
More Definitions of Additional Common Units
Additional Common Units means all Common Units issued (or, pursuant to Section 4.03(d)(iii), deemed to be issued) by the Company after the date of this Agreement, other than issuances or deemed issuances of:
Additional Common Units means all Common Units issued (or, pursuant to Section 8(e), Section 8(h) or Section 8(i), deemed to be issued) by the Company after the Original Issue Date, other than
(i) Common Units issued (A) pursuant to any bona fide acquisition of assets or operating business by the Company or any bona fide merger or business combination involving the acquisition by the Company of assets or operating business which has been approved by its Board of Directors; provided that any such transaction is at arms-length terms, (B) in connection with any pro rata distribution or split of Common Units in respect of which adjustment has been made pursuant to Section 8(g), (C) to financial institutions or commercial lenders in connection with commercial credit arrangements, equipment financings or similar transactions, or (D) for commercial reasons and not capital-raising reasons, to potential or existing trade partners or service providers providing trade enabling services; provided that the aggregate Fair Market Value, in each case as determined at the time of issuance, of all Common Units issued pursuant to clauses (C) and (D) hereof may not exceed $15 million;
(ii) up to30,000 Common Units (including any such Common Units which are repurchased) issued pursuant to the Company’s equity incentive plans; and
(iii) Common Units issued in connection with any event for which adjustment is made pursuant to Section 8(h) hereof.
Additional Common Units means all Common Units of the Company issued or to be issued by the Company after the Initial Issuance Date, except Common Units which have been or may be issued upon conversion of the Series B Units, the Series C Units and the other convertible securities, convertible instruments, warrants, options and rights outstanding on the Initial Issuance Date referred to in subsection (c) of this Section 10.
Additional Common Units means all Common Units issued (or, pursuant to Subsections 3.6.5(b) or 3.7.5(b) below, deemed to be issued) by the Company after the Series B Original Issue Date, other than the following Common Units and Common Units deemed issued pursuant to the following Options and Convertible Securities (collectively, “Excluded Securities”):
Additional Common Units means all Common Units issued by the Company or deemed to be issued pursuant to this Section B8 (including Common Units subsequently reacquired or retired by the Company), other than:
Additional Common Units means any Common Units issued (or deemed to have been issued pursuant to Section 3.12(d)(i)(E)) by the LLC on or after the Effective Date other than:
(A) Common Units issued pursuant to a transaction described in Section 3.12(d)(iii) hereof;
(B) Reserved Incentive Common Units issued to employees, directors, consultants and other service providers (other than ▇▇▇▇▇▇ or ▇▇▇▇▇) for the primary purpose of soliciting or retaining their services pursuant to plans or agreements approved by the LLC’s Board of Managers;
(C) Common Units issued pursuant to a Qualified Public Offering;
(D) Common Units issued in connection with a bona fide business acquisition of or by the LLC, whether by merger, consolidation, sale of assets, sale or exchange of equity securities or otherwise, that has been approved by the LLC’s Board of Managers in good faith;
(E) Common Units issued or deemed issued pursuant to Section 3.12(d)(i)(E) as a result of a decrease in the Conversion Price of the Series A-1 and/or Series A Preferred Units resulting from the operation of Section 3.12(d);
(F) Common Units issued pursuant to strategic transactions, provided such issuances are for other than primarily equity financing purposes and have been approved by the LLC’s Board of Managers in good faith;
(G) Common Units issued pursuant to any equipment leasing arrangement or debt financing from a bank or similar institution approved by the Board of Managers in good faith, provided such financing is primarily for non-equity purposes; or
(H) Common Units issued with the written consent or agreement of the Majority in Interest of the Series A-1 Members. The Common Units contemplated by Section (A) through (I) above and, the Preferred Units the issuance of which would result in the deemed issuance of any such Common Units, shall be collectively referred to as the “Excepted Units”.
Additional Common Units means all Common Units issued or deemed issued by the Company after the Original Issue Date, whether or not subsequently reacquired or retired by the Company, other than: