Base Return means the Rockpoint Class A Base Return, the MC Class A Base Return and/or the RRT Base Return, as the context requires.
Base Return means (i) prior to the third anniversary of the original issuance of the Reorganized Preferred Equity (the “Closing Date”), an amount per share equal to the greater of (x) an “IRR” of 14.0% and (y) a 1.5x “MOIC”; (ii) on or after the third anniversary of the Closing Date but before the fourth anniversary of the Closing Date, an amount per share equal to the greater of (x) an “IRR” of 15.0% and (y) a 1.7x “MOIC”; (iii) on or after the fourth anniversary of the Closing Date but before the fifth anniversary of the Closing Date, an amount per share equal to the greater of (x) an “IRR” of 16.0% and (y) a 1.9x “MOIC”; or (iv) on or after the fifth anniversary of the Closing Date, an amount per share equal to the greater of (x) an “IRR” of 17.0% and (y) a 2.1x “MOIC”. The definitions of “IRR” and “MOIC” shall be set forth in the definitive documentation and calculated using the Initial Liquidation Preference. “Deemed Liquidation Event” means any of the following: (i) the lease of all or substantially all of the assets of the Company or the sale of all or substantially all of the Company’s assets (in each case whether in one transaction or a series of transactions); (ii) upon an acquisition of the Company by another person or entity by means of any transaction or series of transactions (including any reorganization, merger, merger of equals, business combination, consolidation or share transfer) (x) where the holders of the Reorganized Common Equity and Reorganized Preferred Equity of the Company immediately preceding such transaction own, immediately following such transaction, less than 75% of the voting securities of the Company or (y) where the gross proceeds are greater than or equal to an amount equal to 25% of the enterprise value of the Company; (iii) if any person (including any syndicate or group deemed to be a “person” under Section 13(d)(3) of the Securities Exchange Act of 1934, as amended and the rules of the SEC thereunder) is or becomes the “beneficial owner” (as determined in accordance with Rule 13d-3 of the Securities Exchange Act of 1934, as amended, except that a person will be deemed to own any securities that such person has a right to acquire, whether such right is exercisable immediately or only after the passage of time), directly or indirectly, of 25% or more of the total voting power of all classes of voting stock; (iv) on the first day on which a majority of the members of the board of directors of the Company does not consist of Conti...
Base Return means an amount equal to the Adjusted LIBO Rate for the applicable Investment Period if such deposit were deemed to be a LIBO Rate Loan hereunder for such Investment Period (exclusive of any Applicable Margin that would otherwise be applicable thereto).
Examples of Base Return in a sentence
Further, assuming, for illustrative purposes only, that the Merger closes on June 30, 2020, Xxxxxxx expects the Base Return Amount to equal 1.5x MOIC (as defined in the Xxxxxxx Certificate of Designations), or approximately $519 million.
Although the amounts in clause (ii) and clause (iii) cannot be finally determined until the Closing Date, Xxxxxxx expects that the Base Return Amount will be the greater of the three amounts noted above, and that, accordingly, the aggregate Liquidation Preference, as calculated in accordance with Section 5 of the Xxxxxxx Certificate of Designations, will be equal to the amount that results in the holders of Xxxxxxx Preferred Stock achieving the Base Return Amount.
Nonrecourse Deductions for any Fiscal Year shall be specially allocated to the Capital Member if the Base Return has not been met, otherwise in a manner in which distributions are made pursuant to Section 4.2(a)(ii).
When Subscribers receive Base Return and invested capital, remaining funds shall be split 50-50 between the Sponsor and the Subscribers in aggregate.
Subject to available funds, the Company shall repay to Members who request to withdraw (“Withdrawing Members”) at each Exit Window their Capital Contributions, Base Return and calculated profit participation.
More Definitions of Base Return
Base Return means, as of any date of determination, in respect of the Loans, the return on capital of the Lenders as calculated pursuant to clause (a) of the definition of “Multiple on Invested Capital” and will be achieved if the Multiple on Invested Capital in respect of the Loans as of such date equals or exceeds 1.35 to 1.00; provided that if Payment in Full on this Note occurs on or prior to the
Base Return means, with respect to the Capital Member, the point at which the sum of the Net Present Values, using an annual discount rate of 8.0% (compounded quarterly), of all Capital Contributions made by the Capital Member and all distributions made by the Company to the Capital Member pursuant to Section 4.2(a)(i) is $0. The “Net Present Value” shall be determined separately for each Capital Contribution made by, and each distribution made by the Company to, the Capital Member as follows: Net Present Value = X/((1+8.0%/4)4)N, where: “X” equals the dollar amount of the Capital Contribution or distribution for which the Net Present Value calculation is being computed; and “N” equals the number of years (or fraction thereof if less than a whole year) from the Effective Date to the date such Capital Contribution or distribution, as applicable, is made. For purposes of this formula, each Capital Contribution amount shall be a negative number on the date of contribution and each distribution amount shall be a positive number on the date of distribution.
Base Return means, with respect to a Pre-Funded L/C Deposit for any Investment Period, an amount equal to the Eurodollar Rate for the applicable Investment Period.
Base Return means an amount equal to the Eurodollar Basis for the applicable Investment Period as if such deposit were deemed to be a Eurodollar Option Loan hereunder for such Investment Period (exclusive of any Applicable Margin that would be applicable thereto).
Base Return means, in respect of the Synthetic Revolving Deposits for any Investment Period, an amount equal to the sum of the product calculated for each day during such Investment Period of (x) the aggregate amount of the Synthetic Revolving Deposits as of such day less the principal amount of Synthetic Revolving Loans that have not been reimbursed pursuant to Section 2.1.3(d)(i) as of such day multiplied by (y) the difference of (i) the LIBO Rate (Reserve Adjusted) for such Investment Period if such Synthetic Revolving Deposits were deemed to be a LIBO Rate Loan hereunder (exclusive of any Applicable Margin that would otherwise be applicable thereto) minus (ii) an amount equal to ten basis points per annum, in each case, computed on the basis of a year of 360 days and payable for the actual number of days elapsed occurring during such Investment Period.
Base Return shall in each Race year mean the sum of One Million Dollars ($1,000,000.00). The Base Return shall be in lieu of (and there shall be no distributions or payments made for such purposes, except to the extent that the City Share is distributed in conjunction with such payments, and no deduction from the revenues of DFR reported in accordance with Exhibit D for the purpose of demonstrating compliance with this Exhibit E) the following: (a) any amounts distributed as (i) preferred or other return on either loans or capital contributions originating from members or Affiliates, or (ii) other distributions not specified below as Permitted Distributions;
Base Return means, with respect to each issued and outstanding Series A Preferred Unit as of the applicable date of determination, an amount equal to the greater of: (a) an amount sufficient to cause the ROI of such Series A Preferred Unit to be ____; and (b) an amount sufficient to cause the IRR of such Series A Preferred Unit to be ____%; plus, in the case of each of foregoing clauses (a) and (b), to the extent any Series A Preferred Distributions arrearages are owed in respect of such Series A Preferred Units of such date of determination, the portion of such arrearages attributable to the Step-Up Rate. Notwithstanding anything to the contrary in this Agreement, in no event shall any calculation of the Base Return (or the calculations of ROI and IRR used therein) take into account (y) any expenses of the Series A Preferred Members reimbursed by the Company or paid as an indemnity or as damages pursuant to the Preferred Purchase Agreement or any of the Other Transaction Documents or (z) any Undrawn Commitment Amount (or corresponding Undrawn Commitment Units), Transaction Amount or Structuring Amount.