G&A Cap Sample Clauses

G&A Cap. (a) Subject to the limitations set forth in section 4.04, for a period of three years following the Closing (the "Cap Period"), if Copano Energy's general and administrative expenses (as accrued in accordance with United States Generally Accepted Accounting Principles) ("G&A") for a calendar quarter exceed the applicable quarterly cap for general and administrative expenses (the "G&A Cap"), the Existing Investors shall reimburse Copano Energy for amounts in excess of the Total G&A Cap (the "Excess G&A Obligation"). The quarterly G&A Cap for the first, second and third years following the Closing shall be $1.5 million, $1.65 million and $1.8 million, respectively. For purposes of application of the G&A Cap, all general and administrative expenses of Copano Energy shall be considered, whether incurred directly or by Copano/Operations, Inc., except for expenses incurred in connection with potential acquisitions and capital improvements. The Cap Period may be extended beyond its initial three-year term at the same or a higher level by the affirmative vote of at least 95% of the Common Units and Subordinated Units held by the Existing Investors or their permitted transferees, voting together as a single class. In no event may the Cap Period be extended with respect to the Excess G&A Obligation of an Existing Investor that holds no Common Units or Subordinated Units immediately prior to any such extension. (b) If during the Cap Period, Copano Energy's EBITDA for any quarter exceeds $5.2 million, then the G&A Cap shall be increased for such quarter by 10% of the amount in excess of $5.2 million (the "Additional G&A Cap"). The G&A Cap, as increased for any Additional G&A Cap, shall be referred to herein as the "Total G&A Cap".