Noncompensatory Options. If, as a result of an exercise of a Noncompensatory Option to acquire an interest in the Partnership, a Capital Account reallocation is required under Regulations Section 1.704-1(b)(2)(iv)(s)(3), the Partnership shall make corrective allocations pursuant to Regulations Section 1.704-1(b)(4)(x).
Noncompensatory Options. If, as a result of an exercise of a noncompensatory option to acquire an interest in the Company, a Capital Account reallocation is required under Treasury Regulations Section 1.704-1(b)(2)(iv)(s)(3), the Company shall make corrective allocations pursuant to Treasury Regulations Section 1.704-1(b)(4)(x).
Noncompensatory Options. This Agreement shall be deemed to include the provisions of Treasury Regulation Section 1.704-1(b)(2)(iv)(s) governing non-compensatory options.
Noncompensatory Options. Upon the exercise of a noncompensatory option or warrant (within the meaning of Regulations Section 1.721-2(f)), the Company shall apply the rules applicable to noncompensatory options under Regulations Section 1.704-1, 1.721-2 and 1.761-3.
Noncompensatory Options. By virtue of the Merger and without any action on the part of the Purchaser, the Merger Sub, the Company or the Members, each Noncompensatory Option that is outstanding and unexercised as of immediately prior to the Effective Time shall, as of the Effective Time, cease to represent a right to acquire Membership Interests and shall be assumed by the Purchaser and converted into a noncompensatory option (a “Purchaser Converted Option”) to acquire shares of Purchaser Common Stock. Each Purchaser Converted Option shall continue to have and be subject to substantially the same terms and conditions as were applicable to such Noncompensatory Option immediately prior to the Effective Time (including with respect to vested status, expiration date, and exercise provisions), except that (a) the Purchaser Converted Options, in the aggregate, shall be exercisable for 8,000,000 shares of Purchaser Common Stock (divided proportionally between each Purchaser Converted Option) and (b) the per share exercise price for each share of Purchaser Common Stock issuable upon exercise of the Purchaser Converted Option shall be equal to $0.25.
Noncompensatory Options. The tax treatment of the Partnership and the recipient or holder of an interest in the Partnership that is a noncompensatory option, within the meaning of Regulations Section 1.721-2(f), upon the issuance or exercise of such option, shall be determined in accordance with Regulations Section 1.721-2.
Noncompensatory Options. Upon an exercise of a noncompensatory option to acquire an equity interest in the Company, the Company shall comply with the rules of Regulations Section 1.704-1(b)(2)(iv)(s). (j) The allocations set forth in Sections 6.02 and 6.03(a) through (i) hereof (the “Regulatory Allocations”) are intended to comply with certain requirements of Regulations Sections 1.704-1(b) and 1.704-2. Notwithstanding any other provisions of this Article VI (other than the Regulatory Allocations), the Regulatory Allocations shall be taken into account in allocating other items of income, gain, loss and deduction among Members so that, to the extent possible, the net amount of allocations of such other items and the Regulatory Allocations to each Member shall be equal to the net amount that would have been allocated to such Member if the Regulatory Allocations had not been made. Allocations pursuant to this Section 6.03(j) shall only be made to the extent that the Board of Managers determines that such allocations are necessary to be consistent with the economic agreement among the Members. Further, allocations pursuant to this Section 6.03(j) may be deferred with respect to allocations pursuant to Section 6.03(a), (b), (f) and (g) above to the extent that the Board of Managers determines that such allocations are likely to be offset by subsequent Regulatory Allocations. (k) The allocation provisions of this Agreement are intended to comply with the Regulations promulgated under Section 704(b) of the Code. The Board of Managers shall have the authority to deviate from the allocation provisions of this Agreement, as determined necessary or appropriate by it, to comply with such Regulations. Section 6.04
Noncompensatory Options. In respect of any Noncompensatory Option, the Company shall comply with the rules of Treasury Regulations Sections 1.721-2, 1.761-3, 1.704- 1(b)(2)(iv)(d)(4),1.704-1(b)(2)(iv)(h)(2), 1.704-1(b)(2)(iv)(s), 1.704-1(b)(4)(ix), and 1.704- 1(b)(4)(x), including, without limitation, the rules thereunder requiring (i) allocations of items of income, gain and loss for purposes of maintaining capital accounts, (ii) capital account reallocations, and (iii) corrective allocations.
