Promote Shares Sample Clauses

Promote Shares. (a) The Xcel Stockholder will be entitled to receive additional Class B Common Stock from the Company in accordance with the provisions of this Section 3.01 (the “Promote Shares”). (b) Following the end of each quarter, the Company will determine the amount of Promote Shares to be issued to the Xcel Stockholder, if any, based upon the aggregate amount of EBITDA achieved by the Company since its formation (“Aggregate EBITDA”). Pursuant to the foregoing, (i) if Aggregate EBITDA is an amount equal to $1,000,000, the Company will issue an additional 342,429.91 shares of Class B Common Stock to the Xcel Stockholder; (ii) if Aggregate EBITDA is an amount equal to $2,000,000, the Company will issue an additional 428,045.09 shares of Class B Common Stock to the Xcel Stockholder (in addition to the shares to be issued pursuant to the foregoing clause (i)); and (iii) if Aggregate EBITDA is $3,000,000, the Company will issue an additional 550,365.70 shares of Class B Common Stock to the Xcel Stockholder (in addition to the shares to be issued pursuant to the foregoing clauses (i) and (ii)).
Sample 1
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Promote Shares. (a) There shall be an additional 428.58 Class B Units authorized for issuance, all of which shall, effective as of the date hereof, be issued to the Class B Member in accordance with the provisions of this Section 3.4 (the “Promote Shares”). The Promote Shares shall be subject to vesting and those Promote Shares that are not yet vested pursuant to the vesting schedule set forth in Section 3.4(b) shall be referred to herein as “Unvested Units.” The Promote Shares that are vested pursuant to the vesting schedule set forth in Section 3.4(b) shall be referred to herein as “Vested Units.” (b) Following the end of each quarter, the Company shall determine the amount of Promote Shares that shall vest, if any, based upon the aggregate of EBITDA achieved by the Company since its formation (“Aggregate EBITDA”). Pursuant to the foregoing, (i) if Aggregate EBITDA is $1,000,000, 111.11 Promote Shares shall become Vested Units; (ii) if Aggregate EBITDA is $2,000,000, 138.89 Promote Shares shall become Vested Units so that after taking into account Promote Shares that become Vested Units pursuant to clause (i), 250 Promote Shares shall be Vested Units; and (iii) if Aggregate EBITDA is $3,000,000, 178.58 Promote Shares shall become Vested Units so that after taking into account Promote Shares that become Vested Units pursuant to clauses (i) and (ii), 428.58 Promote Shares shall be Vested Units. (c) The grant of Promote Shares to the Class B Member is intended to comply with Rev. Proc. 93-27, 1993-2 C.B. 343 (1993) and Rev. Proc. 2001-43, 2001 2 C.B. 191 (2001) (the “Revenue Procedures”) and shall be interpreted consistently therewith. The Members acknowledge and agree that the Promote Shares constitute “profits interests” within the meaning of the Revenue Procedures. (d) All Promote Shares shall be issued in accordance with the following principles: (i) the Promote Shares shall be issued in exchange for services performed or to be performed in the future, to or for the benefit of the Company by the Class B Member; (ii) unless agreed otherwise between the Company and the Class B Member, the Class B Member shall not be credited with any amount to the Class B Member’s initial Capital Account attributable to, and in connection with the issuance of, the Promote Shares; (iii) the Class B Member shall participate in the allocation of Profits and Losses and share in distributions with respect to the Promote Shares upon such Promote Shares becoming Vested Units as provided in this...
Sample 1

Related to Promote Shares

  • Exchange Shares The Exchange Shares have been duly and validly authorized by all necessary action, and, when issued and delivered pursuant to this Agreement, such Exchange Shares will be duly and validly issued and fully paid and nonassessable, will not be issued in violation of any preemptive rights, and will not subject the holder thereof to personal liability.

  • Purchased Shares Subject to the terms and conditions provided below, Seller shall sell and transfer to Buyers and Buyers shall purchase from Seller, on the Closing Date (as defined in Section 1(c)), all of the Shares.

  • Parent Shares All outstanding Parent Shares, and all Parent Shares, which may be issued pursuant to this Agreement shall when issued in accordance with this Agreement be, duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rights.

  • New Shares Stockholder agrees that any shares of Company Capital Stock that Stockholder purchases or with respect to which Stockholder otherwise acquires beneficial ownership after the date of this Agreement and prior to the Expiration Date (“New Shares”) shall be subject to the terms and conditions of this Agreement to the same extent as if they constituted Shares.

  • Preferred Shares The Preferred Shares have been duly and validly authorized, and, when issued and delivered pursuant to this Agreement, such Preferred Shares will be duly and validly issued and fully paid and non-assessable, will not be issued in violation of any preemptive rights, and will rank pari passu with or senior to all other series or classes of Preferred Stock, whether or not issued or outstanding, with respect to the payment of dividends and the distribution of assets in the event of any dissolution, liquidation or winding up of the Company.

  • Common Shares 4 Company...................................................................................... 4

  • Consideration Shares All Consideration Shares will, when issued in accordance with the terms of the Arrangement, be duly authorized, validly issued, fully paid and non-assessable Purchaser Shares.

  • Listing of Placement Shares During any period in which the Prospectus relating to the Placement Shares is required to be delivered by Xxxxx under the Securities Act with respect to a pending sale of the Placement Shares (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act), the Company will use its commercially reasonable efforts to cause the Placement Shares to be listed on Nasdaq and to qualify the Placement Shares for sale under the securities laws of such jurisdictions as Xxxxx reasonably designates and to continue such qualifications in effect so long as required for the distribution of the Placement Shares; provided, however, that the Company shall not be required in connection therewith to qualify as a foreign corporation or dealer in securities or file a general consent to service of process in any jurisdiction.

  • The Shares The Shares to be issued and sold by the Company hereunder have been duly authorized by the Company and, when issued and delivered and paid for as provided herein, will be duly and validly issued, will be fully paid and nonassessable and will conform to the descriptions thereof in the Registration Statement, the Pricing Disclosure Package and the Prospectus; and the issuance of the Shares is not subject to any preemptive or similar rights.

  • Notes and Warrants At or prior to the Closing, the Company shall have delivered to the Purchasers the Notes (in such denominations as each Purchaser may request) and the Warrants (in such denominations as each Purchaser may request).

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