Variable Distributions Sample Clauses

Variable Distributions. Subject to the other terms of this Agreement and the Limited Partnership Agreement, with respect to each Fiscal Year commencing with 2017 the Limited Partner may receive a Variable Distribution comprised of (i) a PSI Distribution for such Fiscal Year determined in accordance with the Limited Partnership Agreement, and (ii) a Performance Distribution (the sum of the Variable Distribution for such Fiscal Year and any Quarterly Payments made during such Fiscal Year, the “Total Annual Amount” for such Fiscal Year). The PMC Chairman shall make all decisions relating to: (A) any PSI Distribution as provided in the Limited Partnership Agreement, and (B) any Performance Distribution, including, without limitation, whether any Performance Distribution will be granted to the Limited Partner, and the amount of any such Performance Distribution based on any considerations he determines to be appropriate, including but not limited to the Limited Partner’s performance and the overall performance and growth of Och-Ziff and the aggregate amount of distributions and Quarterly Payments made to the Limited Partner by the Operating Partnerships with respect to any Fiscal Year. All determinations by the PMC Chairman shall be final. Any such determinations to award a Performance Distribution in respect of a Fiscal Year shall not create or imply any obligation to award a Performance Distribution in respect of any other Fiscal Year.
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Variable Distributions. Section 2(a) of each of the Partner Agreements is hereby amended by: (i) Adding the phrase “during the Term and thereafter” immediately following the clause “with respect to each Fiscal Year commencing with 2017” where such latter phrase appears in the first sentence of such Section; (ii) Adding the following proviso to the end of the first sentence of such Section: “; provided, that, effective commencing with the 2018 Fiscal Year and each Fiscal Year thereafter during the Term and thereafter, the Limited Partner’s target Variable Distribution shall be in the amount of $2,300,000, subject to the terms and conditions herein”; and (iii) Substituting the following for the clause “the amount of any such Performance Distribution based on any considerations he determines to be appropriate, including but not limited to the Limited Partner’s performance and the overall performance and growth of Och-Ziff and the aggregate amount of distributions and Quarterly Payments made to the Limited Partner by the Operating Partnerships with respect to any Fiscal Year” where such latter clause appears in such Section: “the amount, and the form of payment of the deferred portion, of any such Performance Distribution with respect to any Fiscal Year, which shall be determined in the sole discretion of the Compensation Committee based on its evaluation of the overall performance and growth of Och-Ziff and the Limited Partner’s performance and after taking into account market data provided in consultation with a third party compensation consultant” (iv) Adding the following sentence to the end of such Section: “Notwithstanding anything in this Agreement to the contrary, effective commencing with the 2018 Fiscal Year and each Fiscal Year thereafter during the Term, the Total Annual Amount that may be earned by the Limited Partner for each such Fiscal Year shall be reduced by ten percent (10%) from the Total Annual Amount that would otherwise be payable in respect of such Fiscal Year after taking into account the Compensation Committee’s determination of the Performance Distribution for such Fiscal Year pursuant to Section 2(a); provided, that the total amount of such reduction shall apply solely to reduce the amount of the Variable Distribution for such Fiscal Year (and shall not reduce any Quarterly Payments made in respect of such Fiscal Year); provided, further, that if the total amount of such reduction exceeds the amount of the Variable Distribution for any such Fiscal Year, su...
Sample 1
Variable Distributions. (i) With respect to each Company Program and calendar year, Buyer shall pay to each Holder an amount equal to the product of (x) the applicable Variable Distribution, and (y) the total number of CVRs held by such Holder. Variable Distributions payable under this Section 2.4(c) shall be paid by Buyer on a Company Program Product-by-Company Program Product basis from the date of the First Commercial Sale of any Company Program Product in a particular country, until the latest to occur of (i) the expiration of the last to expire of any Valid Claim of a Company Patent Covering such Company Program Product in such country, (ii) expiration of Marketing Exclusivity with respect to such Company Program Product in such country, or (iii) the tenth (10th) anniversary of the Closing Date (each such term with respect to a Company Program Product, a “Variable Distribution Term”). (ii) Variable Distributions shall be made by wire transfer of immediately available funds to the account of record for each Holder in the CVR Register within [***] after Buyer delivers to the Holders’ Representative a Statement indicating that such Variable Distributions are due and payable to the Holders, and in any event within [***] after the end of the calendar quarter with respect to which such Variable Distributions were earned.
Sample 1

Related to Variable Distributions

  • Qualified Distributions Qualified distributions from your Xxxx XXX (both the contributions and earnings) are not included in your income. A qualified distribution is a distribution which is made after the expiration of the five-year period beginning January 1 of the first year for which you made a contribution to any Xxxx XXX (including a conversion from a Traditional IRA), and is made on account of one of the following events. • Attainment of age 59½ • Disability • First-time homebuyer purchase • Death For example, if you made a contribution to your Xxxx XXX for 2007, the five-year period for determining whether a distribution is a qualified distribution is satisfied as of January 1, 2012.

  • Qualified Charitable Distributions If you are age 70½ or older, you may take tax-free Xxxx XXX distributions of up to $100,000 per year and have these distributions paid directly to certain charitable organizations. Special tax rules may apply. For further detailed information and effective dates you may obtain IRS Publication 590-B, Distributions from Individual Retirement Arrangements (IRAs), from the IRS or refer to the IRS website at xxx.xxx.xxx.

  • Interim Distributions At such times as may be determined by it in its sole discretion, the Trustee shall distribute, or cause to be distributed, to the Beneficiaries, in proportion to the number of Trust Units held by each Beneficiary relating to the Trust, such cash or other property comprising a portion of the Trust Assets as the Trustee may in its sole discretion determine may be distributed without detriment to the conservation and protection of the Trust Assets in the Trust.

  • Share Distributions Upon the timely receipt by the Depositary of a notice from the Company that it intends to make a distribution that consists of a dividend in, or free distribution of Shares, the Depositary shall establish the ADS Record Date upon the terms described in Section 4.9 of the Deposit Agreement. Upon receipt of confirmation from the Custodian of the receipt of the Shares so distributed by the Company, the Depositary shall either (i) subject to Section 5.9 of the Deposit Agreement, distribute to the Holders as of the ADS Record Date in proportion to the number of ADSs held as of the ADS Record Date, additional ADSs, which represent in the aggregate the number of Shares received as such dividend, or free distribution, subject to the other terms of the Deposit Agreement (including, without limitation, (a) the applicable fees and charges of, and expenses incurred by, the Depositary and (b) taxes), or (ii) if additional ADSs are not so distributed, take all actions necessary so that each ADS issued and outstanding after the ADS Record Date shall, to the extent permissible by law, thenceforth also represent rights and interests in the additional integral number of Shares distributed upon the Deposited Securities represented thereby (net of (a) the applicable fees and charges of, and expenses incurred by, the Depositary, and (b) taxes). In lieu of delivering fractional ADSs, the Depositary shall sell the number of Shares or ADSs, as the case may be, represented by the aggregate of such fractions and distribute the net proceeds upon the terms described in Section 4.1 of the Deposit Agreement.

  • REMIC Distributions On each Distribution Date the Trustee shall be deemed to have allocated distributions to the REMIC I Regular Interests, REMIC II Regular Interests, Class CE Interest, Class P Interest and Class IO Interest in accordance with Section 5.07 hereof.

  • Pro Rata Distributions During such time as this Warrant is outstanding, if the Company shall declare or make any dividend or other distribution of its assets (or rights to acquire its assets) to holders of shares of Common Stock, by way of return of capital or otherwise (including, without limitation, any distribution of cash, stock or other securities, property or options by way of a dividend, spin off, reclassification, corporate rearrangement, scheme of arrangement or other similar transaction) (a “Distribution”), at any time after the issuance of this Warrant, then, in each such case, the Holder shall be entitled to participate in such Distribution to the same extent that the Holder would have participated therein if the Holder had held the number of shares of Common Stock acquirable upon complete exercise of this Warrant (without regard to any limitations on exercise hereof, including without limitation, the Beneficial Ownership Limitation) immediately before the date of which a record is taken for such Distribution, or, if no such record is taken, the date as of which the record holders of shares of Common Stock are to be determined for the participation in such Distribution (provided, however, that, to the extent that the Holder’s right to participate in any such Distribution would result in the Holder exceeding the Beneficial Ownership Limitation, then the Holder shall not be entitled to participate in such Distribution to such extent (or in the beneficial ownership of any shares of Common Stock as a result of such Distribution to such extent) and the portion of such Distribution shall be held in abeyance for the benefit of the Holder until such time, if ever, as its right thereto would not result in the Holder exceeding the Beneficial Ownership Limitation).

  • Liquidation Distributions All property and all cash in excess of that required to discharge liabilities as provided in Section 12.4(b) shall be distributed to the Partners in accordance with, and to the extent of, the positive balances in their respective Capital Accounts, as determined after taking into account all Capital Account adjustments (other than those made by reason of distributions pursuant to this Section 12.4(c)) for the taxable year of the Partnership during which the liquidation of the Partnership occurs (with such date of occurrence being determined pursuant to Treasury Regulation Section 1.704-1(b)(2)(ii)(g)), and such distribution shall be made by the end of such taxable year (or, if later, within 90 days after said date of such occurrence).

  • Final Distributions Upon the winding up of the LLC, the assets must be distributed as follows: (a) to the LLC creditors; (b) to Members in satisfaction of liabilities for distributions; and (c) to Members first for the return of their contributions and secondly respecting their LLC interest, in the proportions in which the Members share in profits and losses.

  • Nonqualified Distributions If you do not meet the requirements for a qualified distribution, any earnings you withdraw from your Xxxx XXX will be included in your gross income and, if you are under age 59½, may be subject to an early distribution penalty tax. However, when you take a distribution, the amounts you contributed annually to any Xxxx XXX and any military death gratuity or Servicemembers’ Group Life Insurance (SGLI) payments that you rolled over to a Xxxx XXX, will be deemed to be removed first, followed by conversion and employer-sponsored retirement plan rollover contributions made to any Xxxx XXX on a first-in, first-out basis. Therefore, your nonqualified distributions will not be taxable to you until your withdrawals exceed the amount of your annual contributions, military death gratuity or SGLI payments and your conversions and employer-sponsored retirement plan rollovers.

  • DIVIDENDS, DISTRIBUTIONS Declare or pay any dividend or distribution either in cash, stock or any other property on Borrower's stock now or hereafter outstanding, nor redeem, retire, repurchase or otherwise acquire any shares of any class of Borrower's stock now or hereafter outstanding.