Issuance of Incentive Units Sample Clauses

Issuance of Incentive Units. Switch hereby issues to the Recipient the number of Incentive Units set forth below the Recipient’s name on the signature page hereto (the “Incentive Unit Award”), on the terms and conditions set forth herein and in the Operating Agreement. The Hurdle Amount per Incentive Unit shall be as set forth below the Recipient’s name on the signature page attached hereto. If there shall occur any change with respect to the outstanding Common Units (including, without limitation, outstanding Incentive Units) by reason of any recapitalization, reclassification, unit split, reverse unit split or any merger, reorganization, consolidation, combination, spin-off or other similar change affecting such Incentive Units, Switch shall, in the manner and to the extent that it deems appropriate and equitable in its discretion, cause an adjustment to be made in the number of Incentive Units granted hereunder, the Hurdle Amount per Incentive Unit and/or any other terms hereunder that are affected by the event to the extent necessary to prevent dilution or enlargement of the Recipient’s rights hereunder.
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Issuance of Incentive Units. The Board of Managers shall have the right to issue up to an aggregate of 11,363,182 Incentive Units, which number shall be reduced by the number of outstanding options to purchase Common Units plus the number of outstanding Common Units that were issued pursuant to an option grant, to Persons providing services to the Company. In connection with each issuance of Incentive Units as of a particular date, the Board of Managers shall set a “strike price” with respect to the Incentive Units issued on such date (a “Strike Price”). The Strike Price with respect to Incentive Units issued as of a particular date generally will be equal to the amount of Distributions that Common Members would be entitled to receive with respect to a Common Unit under Section 5.1(d) if all of the assets of the Company were sold for their fair market values, the liabilities of the Company were paid in full (except that non-recourse liabilities shall be paid only to the extent of the fair market value of the assets securing, or otherwise available to satisfy, such liabilities), and the remaining proceeds were distributed as of the end of such accounting period in accordance with Section 5.1. The reasonable determination of the Board of Managers of each Strike Price shall be final, conclusive and binding on all Members.
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Issuance of Incentive Units. (a) Upon execution of this Agreement, the Company will issue to the Recipient, and the Recipient will acquire, the following: (i) 943 Class B-1 Units, (ii) 943 Class B-2 Units and (iii) 943 Class B-3 Units (collectively, the "Initial Incentive Units").
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Issuance of Incentive Units. (a) Pursuant to the terms and subject to the conditions set forth in this Agreement, Service Member hereby subscribes for and agrees to acquire, and the Company hereby agrees to issue to Service Member, and Service Member desires to accept the issuance from the Company of, on the Issuance Closing Date, the number of Incentive Units set forth on Service Member’s Master Signature Page in exchange for services performed for and to be performed for the Company and its Subsidiaries by Service Member. The Incentive Units issued hereunder shall initially be Unvested Units that will vest and become Vested Units as determined in accordance with Schedule 2 attached hereto.
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Issuance of Incentive Units. The Company hereby issues to the Recipient --------------------------- ___ Class B-1 Units, ___ Class B-2 Units and ___ Class B-3 Units. The Class B- 1, Class B-2 and Class B-3 Units together comprise the incentive units (the "Incentive Units").
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Issuance of Incentive Units 
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Related to Issuance of Incentive Units

  • Issuance of Restricted Shares (a) The Restricted Shares are issued to the Recipient, effective as of the Grant Date (as set forth on the cover page of this Agreement), in consideration of employment services rendered and to be rendered by the Recipient to the Company.

  • Issuance of Common Units in Connection with Reset of Incentive Distribution Rights (a) Subject to the provisions of this Section 5.11, the holder of the Incentive Distribution Rights (or, if there is more than one holder of the Incentive Distribution Rights, the holders of a majority in interest of the Incentive Distribution Rights) shall have the right, at any time when there are no Subordinated Units Outstanding and the Partnership has made a distribution pursuant to Section 6.4(b)(v) for each of the four most recently completed Quarters and the amount of each such distribution did not exceed Adjusted Operating Surplus for such Quarter, to make an election (the “IDR Reset Election”) to cause the Minimum Quarterly Distribution and the Target Distributions to be reset in accordance with the provisions of Section 5.11(e) and, in connection therewith, the holder or holders of the Incentive Distribution Rights will become entitled to receive their respective proportionate share of a number of Common Units (the “IDR Reset Common Units”) derived by dividing (i) the average amount of the aggregate cash distributions made by the Partnership for the two full Quarters immediately preceding the giving of the Reset Notice in respect of the Incentive Distribution Rights by (ii) the average of the cash distributions made by the Partnership in respect of each Common Unit for the two full Quarters immediately preceding the giving of the Reset Notice (the number of Common Units determined by such quotient is referred to herein as the “Aggregate Quantity of IDR Reset Common Units”). If at the time of any IDR Reset Election the General Partner and its Affiliates are not the holders of a majority in interest of the Incentive Distribution Rights, then the IDR Reset Election shall be subject to the prior written concurrence of the General Partner that the conditions described in the immediately preceding sentence have been satisfied. Upon the issuance of such IDR Reset Common Units, the Partnership will issue to the General Partner an additional General Partner Interest (represented by hypothetical limited partner units) equal to the product of (x) the quotient obtained by dividing (A) the Percentage Interest of the General Partner immediately prior to such issuance by (B) a percentage equal to 100% less such Percentage Interest by (y) the number of such IDR Reset Common Units, and the General Partner shall not be obligated to make any additional Capital Contribution to the Partnership in exchange for such issuance. The making of the IDR Reset Election in the manner specified in this Section 5.11 shall cause the Minimum Quarterly Distribution and the Target Distributions to be reset in accordance with the provisions of Section 5.11(e) and, in connection therewith, the holder or holders of the Incentive Distribution Rights will become entitled to receive IDR Reset Common Units and the General Partner will become entitled to receive an additional General Partner Interest on the basis specified above, without any further approval required by the General Partner or the Unitholders other than as set forth in this Section 5.11(a), at the time specified in Section 5.11(c) unless the IDR Reset Election is rescinded pursuant to Section 5.11(d).

  • Issuance of Restricted Stock On the date hereof the Company issues to the Participant the Restricted Stock subject to the Restrictions and other conditions set forth in this Award Agreement. The Company shall cause the Restricted Stock to be issued in the name of the Participant or held in book entry form, but if a stock certificate is issued it shall be delivered to and held in custody by the Company until the Restrictions lapse or such Restricted Stock is forfeited. As a further condition to the Company’s obligations under this Award Agreement, the Participant’s spouse, if any, shall execute and deliver to the Company the Consent of Spouse attached hereto as Exhibit A.

  • 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:

  • Restrictions on Grant of the Award and Issuance of Shares The grant of the Award and issuance of shares of Stock upon settlement of the Award shall be subject to compliance with all applicable requirements of federal, state or foreign law with respect to such securities. No shares of Stock may be issued hereunder if the issuance of such shares would constitute a violation of any applicable federal, state or foreign securities laws or other law or regulations or the requirements of any stock exchange or market system upon which the Stock may then be listed. The inability of the Company to obtain from any regulatory body having jurisdiction the authority, if any, deemed by the Company’s legal counsel to be necessary to the lawful issuance of any shares subject to the Award shall relieve the Company of any liability in respect of the failure to issue such shares as to which such requisite authority shall not have been obtained. As a condition to the settlement of the Award, the Company may require the Participant to satisfy any qualifications that may be necessary or appropriate, to evidence compliance with any applicable law or regulation and to make any representation or warranty with respect thereto as may be requested by the Company.

  • Issuance of Shares of Stock As soon as practicable following each Vesting Date (but in no event later than two and one-half months after the end of the year in which the Vesting Date occurs), the Company shall issue to the Grantee the number of shares of Stock equal to the aggregate number of Restricted Stock Units that have vested pursuant to Paragraph 2 of this Agreement on such date and the Grantee shall thereafter have all the rights of a stockholder of the Company with respect to such shares.

  • Restricted Share Units Restricted Share Units means Restricted Share Units granted to Participant under the Plan subject to such terms and conditions as the Committee may determine at the time of issuance.

  • Forfeiture of Restricted Shares Subject to Section 4(b), if your Service to the Company or any Affiliate terminates before all of the Restricted Shares have vested, or if you attempt to transfer Restricted Shares in a manner contrary to the transfer restrictions, you will immediately forfeit all unvested Restricted Shares. Any Restricted Shares that are forfeited shall be returned to the Company for cancellation.

  • Forfeiture of Restricted Stock Upon the termination of your employment by you, the Company or its Subsidiaries for any reason other than those set forth in Section 4 hereof prior to such vesting, in addition to the circumstance described in Section 9(a) hereof, any and all Shares of Restricted Stock which have not become vested in accordance with Section 3, 4 or 5 hereof shall be forfeited and shall revert to the Company.

  • Rights as Shareholder; Dividend Equivalents 5.1 The Grantee shall not have any rights of a shareholder with respect to the shares of Common Stock underlying the Restricted Stock Units unless and until the Restricted Stock Units vest and are settled by the issuance of such shares of Common Stock.

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