Participation Thresholds. When Class C-l Units are granted, the Board will establish an initial “Participation Threshold” amount with respect to such Class C-1 Units. Unless otherwise determined by the Board, the Participation Threshold with respect to such Class C-l Units will be equal to or greater than the amount that would be distributed with respect to all Class B Units and Class C Units pursuant to Section 4.1(a) in a hypothetical transaction on the issue date in which the Company sold all of its assets for Fair Market Value and distributed the net proceeds in liquidation of the Company pursuant to Section 4.1(a) (as determined immediately before the issuance of such Class C-1 Units, but taking into account any Capital Contributions made in respect of such Class C-l Units).
Participation Thresholds. On the date of each grant of Management Incentive Units to a Unitholder who is, or as a result of such grant becomes, a holder of Management Incentive Units pursuant to a grant made under a Senior Management Agreement or other Equity Agreement, the Board shall establish an initial Participation Threshold with respect to each Management Incentive Unit granted on such date. Unless otherwise determined by the Board, the Participation Threshold with respect to a Management Incentive Unit shall be equal to or greater than the Total Equity Value Proceeds (determined by using the Valuation Procedures) on the date of grant of such Management Incentive Unit. The Board may designate a series number for each subset of Management Incentive Units consisting of Management Incentive Units having the same Participation Threshold, which Participation Threshold differs from the Participation Thresholds of all Management Incentive Units not included in such subset. In the event of any Capital Contribution by any Unitholder made after the date a Management Incentive Unit is issued, unless the Board determines otherwise, the Participation Threshold (if any) of such Incentive Unit shall be increased by the amount of such Capital Contribution. The Participation Thresholds applicable to outstanding Management Incentive Units shall be set forth on Schedule A, and Schedule A shall be amended from time to time as necessary to reflect any adjustments to the Participation Thresholds of outstanding Management Incentive Units required pursuant to this Section 3.9.
Participation Thresholds. Notwithstanding anything to the contrary in this Agreement, the Managers, in their sole and absolute discretion, shall be authorized to establish a Participation Threshold with respect to Class B Units issued to any Member. Such Participation Threshold shall be the fair market value of the Company at the date of grant of such Class B Units. Pursuant to each such Participation Threshold, (i) such Member shall be entitled to partici- xxxx in distributions in respect of such Class B Units pursuant to Section 9.3(a) only if the cumu- lative amount distributed to Members (other than such Member holding the Class B Units to which the Participation Threshold applies) pursuant to Section 9.3(a) after the issuance of such Class B Units equals the Participation Threshold applicable to such Class B Units, and (ii) the distributions that such Member holding the Class B Units would have received in respect of such Class B Units but for the preceding clause (i) shall be distributed to the Members pursuant to Sec- tion 9.3(a), as applicable, subject to the provisions of this Section 4.5(c).
Participation Thresholds. On the date of each grant of Class F Units to a Member who is, or as a result of such grant becomes, a holder of Class F Units pursuant to a grant made under a Management Unit Subscription Agreement or similar agreement, the Management Committee shall establish an initial “Participation Threshold” amount with respect to each Class F Unit granted on such date. Unless otherwise determined by the Management Committee, the Participation Threshold with respect to a Class F Unit shall be equal to or greater than the Liquidation Value of a Class B Unit, disregarding the value of any return of Capital Contributions pursuant to Section 4.4(a)(iii), on the date of grant of such Class F Unit. The Management Committee may designate a series number for each subset of Class F Units consisting of Class F Units having the same Participation Threshold, which Participation Threshold differs from the Participation Thresholds of all Class F Units not included in such subset. If the Management Committee elects to so designate Class F Units, then the first Class F Unit issued on or after the date hereof shall be designated a “Series 1 Class F Unit.” Each Class F Unit’s Participation Threshold shall be adjusted after the grant of such Class F Unit in the following manner:
Participation Thresholds. The Participation Threshold of the Incentive Units shall at all times be equal to the amount of any Distributions to be made pursuant to clauses (a) through (f), inclusive, of Section 4.1 of the LP Agreement (i.e., the Incentive Units shall always constitute “Participating Units” for purposes of clauses (g) and (h) of Section 4.1 of the LP Agreement but, for avoidance of doubt, shall not be entitled to any Distribution made pursuant to clauses (a) through (f), inclusive, of Section 4.1 of the LP Agreement). No further adjustment of the Participation Threshold of the Incentive Units shall be made pursuant to Section 3.5(c) of the LP Agreement.
Participation Thresholds. On the date of each grant of Class C Units to a Management Unitholder who is, or as a result of such grant becomes, a holder of Class C Units pursuant to a grant made under an incentive unit grant agreement or similar agreement, the Board shall establish an initial Participation Threshold amount with respect to each Class C Unit granted on such date. The Participation Threshold with respect to a Class C Unit shall be equal to or greater than the Fair Market Value of a Class B Unit on the date of grant of such Class C Unit. The Board may designate a series number for each subset of Class C Units consisting of Class C Units having the same Participation Threshold, which Participation Threshold differs from the Participation Thresholds of all Class C Units not included in such subset. Each Class C Unit's Participation Threshold shall be adjusted after the grant of such Class C Unit in the following manner:
Participation Thresholds. On the date of each grant of Capital Incentive Units to a Management Unitholder who is, or as a result of such grant becomes, a holder of Capital Incentive Units pursuant to a grant made under an Employee Equity Agreement, the Board shall establish an initial "Participation Threshold" amount with respect to each Capital Incentive Unit granted on such date. The Participation Threshold with respect to a Capital Incentive Unit shall be equal to (or, to the extent provided in such Management Unitholder's Employee Equity Agreement, greater than) the Fair Market Value of a Class B Unit on the date of grant of such Capital Incentive Unit. The Board may designate a series number for each subset of Capital Incentive Units consisting of Capital Incentive Units having the same Participation Threshold, which Participation Threshold differs from the Participation Thresholds of all Capital Incentive Units not included in such subset. If the Board elects to so designate Capital Incentive Units, then the first Capital Incentive Units issued on or after the date hereof shall be designated "Series 1 Capital Incentive Units". Each Capital Incentive Unit's Participation Threshold shall be adjusted after the grant of such Capital Incentive Unit in the following manner:
Participation Thresholds
