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Grantee’s Owned Units Contract Clauses (10)
Grouped Into 1 Collection of Similar Clauses From Business Contracts
This page contains Grantee’s Owned Units clauses in business contracts and legal agreements. We have organized these clauses into groups of similarly worded clauses.
Grantee’s Owned Units. 1.1 Iris II, Iris IV and WME Holdco each acknowledge and agree that, as of the Effective Date, (a) Grantee, or Grantee's Related Person(s), owns the class and number of equity securities set forth on Schedule B attached hereto (the "Owned Units"), (b) the number of vested and unvested Owned Units is set forth opposite such Owned Units under the headings "Vested Owned Units" and "Unvested Owned Units", respectively, (c) the unvested Owned Units shall vest in accordance with the vesting principles... set forth on Schedule C attached hereto, (d) the Owned Units shall on and after the Effective Date remain subject to certain repurchase obligations as set forth on Schedule D attached hereto, (e) the Distribution Threshold of the Owned Units, to the extent such Owned Units are profits interests, is set forth opposite such Owned Units under the heading "Distribution Threshold" and is subject to the principles set forth opposite such Owned Units under the heading "Catch-Up Principles"; and (f) the Owned Units shall remain subject to the terms and conditions of that certain Partner Letter Agreement, dated as of September 30, 2018, among EOC, WME Holdco, Iris II, Iris IV and Grantee (provided, that, references to the "WME Parent" shall be deemed to refer to EOC Parent and "WME Parent Board" shall be deemed to refer to the Managing Member of EOC Parent (the "EOC Managing Member")) (the "Partner Agreement"). For the avoidance of doubt, unless otherwise determined by EOC Parent, the Partner Agreement shall terminate upon the consummation of an IPO. 1.2 The Distribution Threshold of the Owned Units, as applicable, may be adjusted, prior to or in connection with an initial public offering of equity securities of EOC Parent, EGH, or any other vehicle formed for the purpose of effecting an initial public offering of EOC Parent or EGH (an "IPO"), by the EOC Managing Member, in good faith, to account for a Restructuring (as defined below), a Recapitalization (as defined below), capital contributions, distributions or other similar events; provided, that in the case of adjustments to the Distribution Threshold, such adjustment shall only be by the amount necessary so that the Owned Units satisfy the requirements for a profits interest as set forth in Internal Revenue Service ("IRS") Revenue Procedures 93-27 and 2001-43, or any future IRS guidance or other authority that supplements or supersedes the foregoing IRS Revenue Procedures. 1.3 Grantee acknowledges and agrees that (a) EOC Parent, Iris II, Iris IV and WME Holdco may be recapitalized, reorganized, liquidated, merged into or consolidated or combined with another entity, or otherwise restructured in connection with an IPO (a "Restructuring") and, in connection with any Restructuring, EOC Parent, Iris II, Iris IV and WME Holdco are entitled to, in their good faith discretion, unilaterally cause the Owned Units to be converted, recapitalized, reclassified, redeemed or otherwise exchanged and the terms and conditions of the Owned Units to be adjusted (a "Recapitalization"), in each case, without Grantee's consent, and (b) (i) any rights and obligations of Grantee with respect to Grantee's equity interests in Iris II, Iris IV and WME Holdco immediately prior to a Restructuring and/or Recapitalization shall apply equally to the equity interests received by Grantee in connection with a Restructuring and/or Recapitalization and (ii) all references to Iris II, Iris IV and WME Holdco (and any governing bodies and organizational documents thereof) shall be deemed to refer to the applicable successors thereto (and any governing bodies and organizational documents thereof) following a Restructuring and/or Recapitalization and all references to equity interests in Iris II, Iris IV and WME Holdco herein shall be deemed to refer to the corresponding equity interests held by Grantee immediately following a Restructuring and/or Recapitalization. Without limiting the foregoing, Grantee, EOC Parent, EGH, Iris II, Iris IV and WME Holdco agree that the Owned Units that are "catch-up" profits interests that, based on the total equity value of EOC Parent implied by the offering price of a share of common stock of EGH to the public in an IPO, will receive the same economics that they would have received if such Owned Units had a Distribution Threshold equal to the applicable "catch-up" Distribution Threshold of such Owned Units set forth on Schedule B, may be converted, recapitalized, reclassified, redeemed or otherwise exchanged into direct or indirect interests in Class A Common Units (as defined in the EOC Parent LLC Agreement) of EOC Parent in connection with a Restructuring and/or Recapitalization. 2 1.4 Grantee acknowledges and agrees that, on and after the Effective Date, the Grantee will be subject to the Restrictive Covenants (as defined in and set forth on Schedule E attached hereto).
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Grantee’s Owned Units. 1.1 (a) EOC Parent, Iris II, Iris IV V and WME Holdco each acknowledge and agree that, as of the Effective Date, (a) (i) Grantee, or Grantee's his Related Person(s), owns the class and number of non-forfeitable and non-redeemable equity securities set forth on Schedule B A attached hereto (the (together with any Future Incentive Units issued hereunder, the "Owned Units"), (b) (ii) the number of vested and unvested Owned Units is set forth opposite such Owned Units under the headings "Vested Owne...d Units" and "Unvested Owned Units", respectively, (c) (iii) the unvested Owned Units shall vest in accordance with the vesting principles set forth on Schedule C B attached hereto, (d) the Owned Units shall on hereto and after the Effective Date remain subject to certain repurchase obligations as set forth on Schedule D attached hereto, (e) (iv) the Distribution Threshold of the Owned Units, to the extent such Owned Units are profits interests, is set forth opposite such Owned Units under the heading "Distribution Threshold" Threshold", and is subject to the principles set forth opposite such Owned Units under the heading "Catch-Up Principles"; and (f) the Owned Units shall remain subject to the terms and conditions of that certain Partner Letter Agreement, dated as of September 30, 2018, among EOC, WME Holdco, Iris II, Iris IV and Grantee (provided, that, references to the "WME Parent" shall be deemed to refer to EOC Parent and "WME Parent Board" shall be deemed to refer to the Managing Member of EOC Parent (the "EOC Managing Member")) (the "Partner Agreement"). For the avoidance of doubt, unless otherwise determined by EOC Parent, the Partner Agreement shall terminate upon the consummation of an IPO. 1.2 Principles". (b) The Distribution Threshold of the Owned Units, as applicable, may be adjusted, adjusted by, prior to or in connection with an initial public offering of equity securities of EOC Parent, EGH, or any other vehicle formed for the purpose of effecting an initial public offering of EOC Parent or EGH (an "IPO"), by the board of directors of EOC Managing Member, Parent (the "EOC Parent Board"), and following an IPO, the Executive Committee of the board of directors of EGH, or, if the Executive Committee of the board of directors of EGH is dissolved and no such committee exists as the applicable time of determination, the board of directors of EGH (each, as applicable, the "EGH Governing Body"), in good faith, to account for a Restructuring (as defined below), a Recapitalization (as defined below), capital contributions, distributions or other similar events; provided, that in the case of adjustments to the Distribution Threshold, such adjustment shall only be by the amount necessary so that the Owned Units satisfy the requirements for a profits interest as set forth in Internal Revenue Service ("IRS") Revenue Procedures 93-27 and 2001-43, or any future IRS guidance or other authority that supplements or supersedes the foregoing IRS Revenue Procedures. 1.3 Grantee acknowledges and agrees that (a) (c) Notwithstanding anything to the contrary in the limited liability company agreements of EOC Parent, Iris II, II or Iris IV and WME Holdco may be recapitalized, reorganized, liquidated, merged into V, none of Grantee's Iris II Units, Key Employee Units, Iris V Units or consolidated or combined with another entity, or otherwise restructured in connection with an IPO (a "Restructuring") and, in connection with any Restructuring, EOC Parent, Iris II, Iris IV and WME Holdco are entitled to, in their good faith discretion, unilaterally cause the Owned Future Incentive Units to (each, as defined on Schedule A hereto) shall (i) be converted, recapitalized, reclassified, redeemed or otherwise exchanged and the terms and conditions of the Owned Units to be adjusted (a "Recapitalization"), in each case, without Grantee's consent, and (b) (i) any rights and obligations of Grantee with respect to Grantee's equity interests in Iris II, Iris IV and WME Holdco immediately prior to a Restructuring and/or Recapitalization shall apply equally to the equity interests received by Grantee in connection with a Restructuring and/or Recapitalization and an IPO; or (ii) all references be subject to Iris II, Iris IV and WME Holdco (and any governing bodies and organizational documents thereof) shall be deemed to refer to the applicable successors thereto (and any governing bodies and organizational documents thereof) following a Restructuring and/or Recapitalization and all references to equity interests in Iris II, Iris IV and WME Holdco herein shall be deemed to refer to the corresponding equity interests held by Grantee immediately following a Restructuring and/or Recapitalization. Without limiting the foregoing, Grantee, exchange, repurchase or redemption rights of EOC Parent, EGH, Iris II, Iris IV V or any of their respective Affiliates, in each case of clauses (i) and (ii), without Grantee's express prior written consent in Grantee's sole discretion. Without limiting the foregoing, Grantee, EOC, EGH, Iris V and WME Holdco agree that the Grantee shall provide his written consent to have his Owned Units that are "catch-up" or "partial catch-up" profits interests that, based on the total equity value of EOC Parent implied by the offering price of a share of common stock of EGH to the public in an such IPO, will receive the same economics that they would have received if such Owned Units had a Distribution Threshold equal to the applicable "catch-up" or "partial catch-up" Distribution Threshold of such Owned Units set forth on Schedule B, may A, be converted, recapitalized, reclassified, redeemed or otherwise exchanged into direct or indirect interests in Class A Common Units (as defined in the EOC Parent LLC Agreement) of EOC Parent in connection with a Restructuring and/or Recapitalization. 2 1.4 Grantee acknowledges and agrees that, on and after the Effective Date, the Grantee will be subject to the Restrictive Covenants (as defined in and set forth on Schedule E attached hereto). such IPO.
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