Issuance of Class A Units Sample Clauses

Issuance of Class A Units. If upon the issuance by Vantiv of any shares of Class A Common Stock, Vantiv elects under the Exchange Agreement to transfer net proceeds of such issuance directly to a Member in exchange for a number of Class B Units or Class C Non-Voting Units equal to the number of shares of Class A Common Stock to which such net proceeds relate, the Class B Units or Class C Non-Voting Units so acquired by Vantiv automatically shall be converted, without any action on the part of any Person, including the holder thereof, into an equal number of Class A Units, and the Class B Units or Class C Non-Voting Units so exchanged shall thereby cease to exist.
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Issuance of Class A Units. On the Effective Date, or as soon as practicable thereafter, the Company shall issue to each holder of an Allowed Claim as of the Effective Date a number of Class A Units equal to such holder’s Estimated Initial Pro Rata Share multiplied by 9,500,000, as set forth on Schedule A-1, and each such holder shall be a Class A Member as of the Effective Date upon execution and delivery to the Company of a counterpart signature page to this Agreement.
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Issuance of Class A Units. (a) In consideration for the sale, transfer, contribution and delivery of the Contributed TRO Shares described in Section 1.1, subject to the terms and conditions of this Agreement, at the Closing, the Partnership shall issue to the TRO Shareholders 200,000 Class A Units and the contingent right to receive up to an aggregate of 800,000 (subject to adjustment as specified in Section 2.2) additional Class A Units as described in Section 2.2 hereof; provided, however, that in the event the record date for a PREIT Recapitalization occurs prior to Closing, the number of Class A Units issuable at Closing shall be proportionately adjusted as appropriate to reflect such event.
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Issuance of Class A Units. The Partnership is expressly authorized to issue Class A Units in the numbers specified in this Section 4.4 without any further act, approval or vote of any Partner or any other Persons.
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Issuance of Class A Units. The Class A Units comprising the EECI Consideration, when issued in consideration for the EECI Contribution, will be duly authorized, validly issued, fully paid and nonassessable (except as such nonassessability may be affected by Sections 18-607 or 18-804 of the DLLCA) and free of any preemptive or similar rights (other than those set forth in the Amended and Restated LLC Agreement).
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Issuance of Class A Units. (a) At the First Closing, ACN Holdings shall deliver to Capstar a certificate or certificates representing a number of Class A Units against Capstar's transfer to ACN Holdings of the Assets of the Atlanta Muzak Franchise and the Ft. Xxxxx Muzak Franchise and, if applicable, the Omaha Muzak Franchise in exchange therefor. The number of Class A Units that Capstar shall be entitled to receive (without duplication) shall be such number of Class A Units as may be necessary to represent the Capstar Combined MRR Ratio of the number of fully- diluted Class A Units outstanding immediately after the First Closing and calculated after giving effect to (x) the issuance of additional Class A Units to MEM Holdings, LLC, Xxxxxx Xxxx and Xxxxx Xxxxx as contemplated by Notes A, B, and C to Schedule 3.2(d), (y) the Bridge Loan Conversion and the issuance of --------------- other Class A Units pursuant to Section 4.5 and (z) the issuance of Class A Units to Capstar hereunder (including the Class A Units which would be issued to Capstar if the Assets of the Omaha Muzak Franchise were transferred to ACN Holdings at the First Closing whether or not such Assets are transferred to ACN Holdings at the First Closing), but excluding from such fully-diluted Class A Units any Common Units (as defined in the LLC Agreement) issued or to be issued by ACN Holdings pursuant to Section 2.3 of the MLP Merger Agreement and any Class A Units issued or to be issued to Xxxxxxx Xxxx or any other employee of Muzak Limited Partnership (in the case of any other employee of Muzak Limited Partnership, after consultation with Capstar) as contemplated herein or in a schedule hereto; provided that if the Assets of the Omaha Muzak Franchise are not transferred to ACN Holdings at the First Closing, then the number of Class A Units otherwise issuable to Capstar under this Section 2.3(a) shall be reduced by the number of Class A Units related to the contribution of the Omaha Muzak Franchise.
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Issuance of Class A Units. The Company is expressly authorized to issue Class A Units in the numbers specified in this Section 4.4 without any further act, approval or vote of any Member or any other Persons.
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Issuance of Class A Units. In accordance with Section 1.1(b)(i) of the Investment Agreement, at the Closing and immediately prior to the execution and delivery of this Agreement, Investor contributed to the Company, and the Company accepted from Investor, a Capital Contribution in an amount equal to $[·] (the “Initial Capital Contribution”). In exchange for the Initial Capital Contribution, effective upon the execution and delivery of this Agreement, the Company issued to Investor, and Investor accepted from the Company, the number of Class A Units set forth opposite Investor’s name on Schedule I.
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Issuance of Class A Units. In consideration of the Investor's contribution pursuant to Section 2.02, at the Closing, subject to the terms and conditions of this Agreement, the Company will issue to Investor 100% of the authorized Class A Units of the Company, being 10,000 Class A Units of the Company. All Class A Units issued to the Investor pursuant to, and in accordance with the requirements of, this Section 2.03 shall be fully paid and non-assessable Class A Units, except as such non-assessability may be affected by Section 18-607 of the Delaware Limited Liability Company Act.
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Related to Issuance of Class A Units

  • Issuance of LTIP Units The General Partner may from time to time cause the Partnership to issue LTIP Units to Persons who provide services to the Partnership or the General Partner, for such consideration as the General Partner may determine to be appropriate, and admit such Persons as Limited Partners. Subject to the following provisions of this Section 4.04 and the special provisions of Sections 4.05 and 5.01(g), LTIP Units shall be treated as Common Units, with all of the rights, privileges and obligations attendant thereto. For purposes of computing the Partners’ Percentage Interests, holders of LTIP Units shall be treated as Common Unit holders and LTIP Units shall be treated as Common Units. In particular, the Partnership shall maintain at all times a one-to-one correspondence between LTIP Units and Common Units for conversion, distribution and other purposes, including, without limitation, complying with the following procedures:

  • Issuance of Units By executing the Reference Trust Agreement and receipt for deposited Securities, the Trustee will thereby acknowledge receipt of the deposit of the Securities listed in the Schedules to the Reference Trust Agreement and referred to in Section 2.01 hereof, and simultaneously with the receipt of said deposit, has recorded on its books the ownership, by the Depositor or such other person or persons as may be indicated by the Depositor, of the aggregate number of Units specified in the Reference Trust Agreement and has delivered, or on the order of the Depositor will deliver, in exchange for such Securities, cash or a Letter of Credit, documentation evidencing the ownership of the number of Units specified or, if requested by the Depositor, the ownership by DTC of all such Units and will cause such Units to be credited at DTC to the account of the Depositor or, pursuant to the Depositor's direction and as hereafter provided, the account of the issuer of the Letter of Credit referred to in Section 2.01. The number of Units in a Trust may be increased through a split of the Units or decreased through a reverse split thereof, as directed by the Depositor, on any day on which the Depositor is the only Unitholder of such Trust, which revised number of Units shall be recorded by the Trustee on its books. Effective as of the Evaluation Time on October 1, 2014, in the event that the aggregate value of Securities in the Trust has increased since the evaluation on September 30, 2014, the Trustee shall issue such number of additional Units to the Unitholder of outstanding Units as of the close of business on October 1, 2014, that the price per Unit computed as of the Evaluation Time on October 1, 2014, plus the maximum applicable sales charge shall equal approximately $10 per Unit (based on the number of Units outstanding as of said Evaluation Time, including the additional Units issued pursuant to this sentence); in the event that the aggregate value of Securities in the Trust Fund has decreased since the evaluation on September 30, 2014, there will be a reverse split of the outstanding Units, and said Unitholder will surrender to the Trustee for cancellation such number of Units, that the price per Unit computed as of the Evaluation Time on October 1, 2014, plus the maximum applicable sales charge shall equal approximately $10 per Unit (based on the number of Units outstanding as of said Evaluation Time, reflecting cancellation of Units pursuant to this sentence). The Trustee hereby agrees that on the date of any deposit of additional Securities pursuant to Section 2.05 it shall acknowledge that the additional Securities identified therein have been deposited with it by recording on its books the ownership, by the Depositor or such other person or persons as may be indicated by the Depositor, of the aggregate number of Units to be issued in respect of such additional Securities so deposited.

  • Class B Units The term “Class B Units” means the Units having the privileges, preferences, and rights specified with respect to “Class B Units” in this Agreement, including those described in Section 7.1(c)(3).

  • Class A Units If a Warrantholder exercises Warrants in connection with a tender offer for settlement prior to the First Regular Call Date, each Class A Unit called in connection with such exercise shall receive, in addition to principal and accrued interest, $1.50 per Class A Unit from the proceeds of the Warrant exercise. Class B Payments: If a Warrantholder exercises Warrants, then the Class B Units designated to be called in connection with such exercise shall receive the corresponding portion of the Class B Present Value Amount, adjusted for accrued Class B Payments on the Class B Units otherwise paid. If the Underlying Security Issuer redeems Underlying Securities and the previous paragraph does not apply, then the Class B Units designated for a redemption in connection with such redemption of Underlying Securities shall receive the amount with respect to the Class B Present Value Amount allocated for distribution in accordance with the applicable provisions of the Distribution Priorities below, paid as of the date of such redemption as an additional distribution.

  • Certificates Describing Partnership Units At the request of a Limited Partner, the General Partner, at its option, may issue a certificate summarizing the terms of such Limited Partner's interest in the Partnership, including the number of Partnership Units owned and the Percentage Interest represented by such Partnership Units as of the date of such certificate. Any such certificate (i) shall be in form and substance as approved by the General Partner, (ii) shall not be negotiable and (iii) shall bear the following legend: This certificate is not negotiable. The Partnership Units represented by this certificate are governed by and transferable only in accordance with the provisions of the Agreement of Limited Partnership of United Dominion Realty, L.P., as amended from time to time.

  • Transfer and Exchange of Beneficial Interests in Global Securities for Definitive Securities A beneficial interest in a Global Security may not be exchanged for a Definitive Security except under the circumstances described in Section 2.1(b)(ii). A beneficial interest in a Global Security may not be transferred to a Person who takes delivery thereof in the form of a Definitive Security except under the circumstances described in Section 2.1(b)(ii). In any case, beneficial interests in Global Securities shall be transferred or exchanged only for Definitive Securities.

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