Profits Interest Units Clause Samples

Profits Interest Units. Subject to the terms and conditions of this Agreement and the Plan, the Partnership hereby grants to the Participant an award of [___] Profits Interest Units, with a Distribution Threshold of $7.83, in each case subject to adjustment as set forth in the Plan and this Agreement. The Profits Interest Units shall vest in accordance with Section 2 of this Agreement.

Profits Interest Units. As soon as possible after execution of this Agreement, the Company will request that the Committee cause Education Realty Limited Partner, LLC, a Delaware limited liability company controlled by the Company (the "Profits Interest LLC"), to grant to You Units in Profits Interest LLC that will result in Your receiving with respect to such Units in Profits Interest LLC current distributions that are equivalent to those distributions that would be received by a holder of 20,000 Common Partnership Units in Education Realty Operating Partnership, LP, a Delaware limited partnership (the "UPREIT"), pursuant to the terms and conditions of the operating agreement of the Profits Interest LLC, as such agreement may be amended, restated and supplemented from time to time (the "Profits Interest LLC Agreement"). A condition to Your receipt of such interest in the Profits Interest LLC shall be the execution by You of the Profits Interest LLC Agreement.

Profits Interest Units. The Members shall establish a pool of Authorized Units to be reserved for issuance as Profits Interest Units, which pool shall be set forth on Exhibit B attached hereto, and as updated from time to time. Upon the approval of the Board, and subject to the availability of authorized but unissued Profits Interest Units from the pool, the Company may grant employees, consultants, Managers, Officers and independent contractors of the Company the right to acquire Profits Interest Units on such terms and conditions as the Board may determine in its sole discretion without further action by the Members. Unless the Board determines otherwise, (a) such Profits Interest Units shall generally be subject to vesting requirements, a distribution threshold and rights of repurchase by the Company in the event of termination of service and such other terms and conditions as the Board may determine and as set forth in any agreement or grant of rights to acquire such Interests; and (b) such Profits Interest Units shall not entitle the holder thereof to vote on any matters to be approved by the Members.

Profits Interest Units. The General Partner may issue Class A Common Units to a Limited Partner with a Target Value per Class A Common Unit in excess of the Capital Contributions made by such Limited Partner with respect to such Class A Common Units (any such Class A Common Units, “Profits Interest Units”).

Profits Interest Units. The Managing Member may issue Class A Common Units to a Non-Managing Member with a Target Value per Class A Common Unit in excess of the Capital Contributions made by such Non-Managing Member with respect to such Class A Common Units (any such Class A Common Units, “Profits Interest Units”).

Profits Interest Units. Profits Interest Units. “Profits Interest Units” has the same meaning as “LTIP Units” as defined in the Limited Partnership Agreement, and each Profits Interest Unit represents, on the Grant Date, one “Unvested Profits Interest Unit,” which is one “Unvested LTIP Unit” as defined in and pursuant to the Limited Partnership Agreement, subject to adjustment as provided in the attached Terms and Conditions, and also represents the Partnership’s unsecured obligation to issue to the Recipient distributions described in Item E below.

Profits Interest Units. Subject to the terms of the Plan and the applicable Class C Units Agreement, upon the earlier of the Class C Measurement Date or the Class C Units Change in Control Date, such Class C Unit shall be treated as a Profits Interest Unit for all purposes of this Agreement, and the provisions set forth in Section 18.2.A(1)-(4) above shall not be applicable.

Profits Interest Units. (i) Subject to the applicable terms and conditions hereof, the Company may grant (at any time and from time to time) non-managing, non-voting Units designated as “Profits Interest Units” (such Units, “Profits Interest Units”) under the Management Incentive Plan or Phantom Profits Interest Units under the Phantom Profits Interests Plan to one or more individuals rendering, or who will render, services for the benefit of the Company and/or its Subsidiaries. The terms and conditions of the Profits Interest Units and the Phantom Profits Interest Units, which shall be set forth in the applicable Award Agreement in each case, shall be consistent with the terms and conditions of this Agreement and the Management Incentive Plan or the Phantom Profits Interests Plan, as applicable, and shall, subject to the applicable terms and conditions hereof and thereof, otherwise be determined solely by the Board of Managers. Neither the terms nor the conditions applicable to any Profits Interest Unit need be identical or similar to any other Profits Interest Unit. (ii) Upon the issuance of Profits Interest Units pursuant hereto, Schedule I will be deemed amended to reflect the issuance of such Profits Interest Units and the holder thereof and the Board of Managers will thereby be permitted to insert a replacement Schedule I hereto to reflect such amendment, subject to the proviso set forth in the definition of Capital Contribution. (iii) Without the prior written approval of S&N and the Essex Members, acting in their capacity as Members, the Company shall not be permitted to issue Profits Interest Units, Phantom Profits Interest Units or any other form of employee, management or other service provider equity or equity-related awards (such other forms of employee, management or other service provider equity or equity-related awards, collectively, “Other Management Equity Awards”) that could result in aggregate distributions to the holders thereof in excess of 10% of the aggregate amount, if any, available for distribution pursuant to Section 10.05(a)(v) (such amount determined, solely for this purpose, as if there were no Phantom Profits Interest Units or Other Management Equity Awards). Any purported issuance of Profits Interest Units, Phantom Profits Interest Units or Other Management Equity Awards in contravention of this Section 3.01(b)(iii) will be null and void ab initio. (iv) Notwithstanding anything else herein to the contrary, unless S&N and the Essex Members, acting ...

Profits Interest Units. The Company has the general authority to issue Profits Interest Units as set forth in this Section 3.2. (a) The Company may issue Profits Interest Units to Management Holder and/or to one or more employees, directors, managers, officers, consultants or other service providers of the Company, Management Holder or their respective Affiliates (subject to any limitations that may be set forth in any applicable Equity Incentive Plan). In respect of each issuance to Management Holder of Profits Interest Units that are designated as Downstairs Units, Management Holder shall grant corresponding Upstairs Units to one or more employees, directors, managers, officers, consultants or other service providers of Management Holder, the Company or their respective Affiliates (subject to any limitations that may be set forth in any applicable Equity Incentive Plan). (b) Unless otherwise determined by the Board, all Profits Interest Units are intended to constitute “profits interests” within the meaning of Revenue Procedure 93-27, 1993-2 C.B. 343, as clarified by Revenue Procedure 2001-43, 2001-2 C.B. 191, and the Company and the recipients of Profits Interest Units shall file all federal income tax returns consistent with such characterization. (c) The Profits Interest Units that are intended to constitute “profits interests” for federal tax purposes are interests solely in profits and shall have Capital Accounts associated therewith on the date of issuance of zero dollars and shall not at any time receive any distribution that would cause the Capital Account associated therewith to have a negative value or otherwise cause such Profits Interest Units to fail to qualify for “profits interest” federal tax treatment. (d) In connection with the issuance of any Profits Interest Units intended to constitute “profits interests” for federal income tax purposes (each such issuance, an “Award”), the Board shall establish a “distribution threshold” amount applicable to such Profits Interest Units (each, a “Distribution Threshold”), which Distribution Threshold shall be specified in the Award Agreement(s) for such Award and, if applicable, in the Award Agreement pursuant to which the corresponding Upstairs Units are granted (but for clarity, shall only apply a single time to distributions made in respect of any Downstairs Unit and its corresponding Upstairs Unit). The Distribution Threshold applicable to any Award of Profits Interest Units intended to constitute “profits interests” fo...