Class B-4 Units definition
Examples of Class B-4 Units in a sentence
As of the date hereof, some of the Class B-3 Units, Class B-4 Units and Class B-5 Units in Holdings are fully vested, some are partially vested and some are not vested at all.
Thus, the vesting provisions set forth on Schedule 2.5(a)-2 will also apply to a Class B Holder’s Class B-3 Units, Class B-4 Units and Class B-5 Units in New HoldCo. To streamline the documentation applicable to Class B Units in New HoldCo, each Holdings RUA is hereby deemed to be an agreement between such Class B Holder and New HoldCo covering the same series of Class B Units in New HoldCo as the Class B Units in Holdings such agreement already covers.
TCP Holdco shall have the right (but not the obligation) (the “Redemption Right”) to require Evercore LP to redeem, at the Redemption Price, all (but not less than all) of the Class B-4 Units (a) at any time within ten (10) Business Days following the fifth anniversary of the Closing or (b) pursuant to Section 5.04(a) of the Strategic Alliance Agreement.
Subject to the terms and conditions contained herein, in the Plan, and in the LP Agreement, the Management Securityholder is hereby granted 325,000 Class B Units of the Partnership, comprised of: Number of Time-Vesting Units: 162,500 Number of Performance-Vesting Units: 162,500, of which: 20% are Class B-2 Units; 40% are Class B-3 Units; and 40% are Class B-4 Units.
For greater certainty, the Members agree that upon the conversion of the Company into a corporation (whether accomplished by merger, conversion or other means) in order to consummate a Qualified Public Offering, each Class A Unit and each Class B-4 Unit shall be treated equally in such conversion for all purposes and no Class A Units or Class B-4 Units shall entitle the holder thereof to any preferential rights including, without limitation, to Distributions of Yield or Unpaid Yield.
The Trilantic Parties acknowledge that the Class B-4 Units have not been registered under the Securities Act or under any state securities Laws and are being offered and sold in reliance on exemptions from the registration requirements of the Securities Act and all such Laws.
Subject to the terms and conditions contained herein, in the Plan, and in the LP Agreement, the Management Securityholder is hereby granted 422,500 Class B Units of the Partnership, comprised of: Number of Time-Vesting Units: 211,250 Number of Performance-Vesting Units: 211,250, of which: 20% are Class B-2 Units; 40% are Class B-3 Units; and 40% are Class B-4 Units.
TCP Holdco is able to bear the economic risk of the investment in the Class B-4 Units and has such knowledge and experience in financial and business matters, and knowledge of the business of Evercore, Evercore LP and the Evercore Subsidiaries as to be capable of evaluating the merits and risks of a prospective investment.
Immediately prior to the consummation ------------------------- of any Qualified Public Offering (as such term is defined in the Members Agreement), the Members agree to convert Class A Units and Class B-4 Units, on a per Common Unit basis, into common equity securities of the applicable successor corporation and that each share of such common equity securities of the applicable successor corporation shall have equal voting, dividend and liquidation rights.
The closing of the redemption of the Class B-4 Units pursuant to the Redemption Right shall occur not less than ten (10) and not more than ninety (90) days after delivery of the Redemption Notice or the Trilantic Adverse Determination Notice, as applicable; provided, that to the extent necessary to comply with applicable Law, such period may be extended to one hundred twenty (120) days.