Class C Profits Interests definition

Class C Profits Interests means the new Class C profits interests issued by New Appgate Holdings on or as soon as reasonably practicable after the Effective Date and to be held by the Management Vehicle on behalf of the participants in the Management Incentive Plan.
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Class C Profits Interests shall have the meaning set forth in Section 5.1(a)(ii) hereof.
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Class C Profits Interests has the meaning set forth in Section 3.03(e).]3 “Class C Profits Interests Grant” means a written agreement entered into on or after the Effective Date between the Company and applicable Class C Holder pursuant to the MIP that evidences the grant of any Class C Profits Interest and provides for certain terms and conditions of such Class C Profits Interests, including, without limitation, with respect to vesting. “Class C Units” means the Class C Common Units, the Class C-1 Common Units and the Class C Profits Interests. “Code” means the Internal Revenue Code of 1986, as amended from time to time. “Company” has the meaning specified in the introductory paragraph hereof. “Company Business” has the meaning set forth in Section 2.05(a). “Company Expenses” has the meaning set forth in Section 4.06(a). “Company Minimum Gain” has the same meaning as “partnership minimum gain” set forth in Regulations Sections 1.704-2(b)(2) and 1.704-2(d). “Company Register” has the meaning set forth in Section 3.01(a). “Company Representative” means the “partnership representative” within the meaning of Section 6223 of the Code. “Compensatory Interests” has the meaning set forth in Section 3.06(b)(i). “Confirmation Order” has the meaning set forth in the Recitals. “Contributed Claims” has the meaning set forth in the Recitals. “Control,” “Controlled” and “Controlling” mean the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting Securities, by contract or otherwise. “Control Sale” has the meaning set forth in Section 8.06(a). “Covered Business” has the meaning set forth in Section 8.10(b). 3 Note to Draft: Assumes MIP will be in the form of profits interests. Draft to be updated if the company will check the box to file as a corporation.
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Examples of Class C Profits Interests in a sentence

  • The Members acknowledge and agree that any Class C Profits Interests that were granted under the Prior Operating Agreement (or any other prior operating agreement of the Company) are and shall be treated as Class C-1 Units for all intents and purposes under this Agreement.

  • The representations and warranties in this Section 12.01 are in addition to, and not in lieu of, any representations and warranties made by the applicable Member in his, her or its Subscription Agreements or Class C Profits Interests.

  • By executing this Agreement, Peach Group further represents that it does not have any Contract with any Person to sell, transfer or grant participations to such Person or to any third Person, with respect to any of the JGW Common Interests and JGW Class C Profits Interests issuable at Closing.

  • Peach Group further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the JGW Common Interests and JGW Class C Profits Interests, and on requirements relating to JGW which are outside of Peach Group’s control, and which JGW is under no obligation and may not be able to satisfy.

  • Notwithstanding any provision hereof to the contrary, the giving to the holders of Common Interests, Preferred Interests, Class B Management Interests or Class C Profits Interests of any Sale Notice or any Purchase Notice shall not obligate a Selling Member to consummate or effect any transaction referred to therein.

  • Upon dissolution, liquidation or winding up of the Company, after any preferential amounts to be distributed to holders of any class, group or series of Interests having a preference over the Class C Profits Interests then outstanding have been paid in full, and subject to Section 12.1 hereof, the holders of Class C Profits Interests shall receive a distribution of any amounts available therefor in accordance with Section 6.4(a) hereof.

  • Except as provided in the Act or unless otherwise provided, and subject to Section 4.01(b)(i), Members shall not be entitled to any vote or consent right with respect to any Series A-1 Units, Class C-1 Common Units or Class C Profits Interests.

  • Xxxxx Parent is authorized to issue an unlimited number of Xxxxx Common Equity Units and is authorized to issue the Class C Profits Interests to be issued pursuant to Section 3.1(c).

  • Any amount that would otherwise be distributed to a Class C Holder pursuant to Section 5.02 but for the application of the preceding sentence shall instead be retained by the Company and paid to such Class C Holder if, as and when the Unvested Unit to which such retained amount relates vests pursuant to the terms of the applicable Class C Profits Interests Grant or applicable underlying incentive plan.

  • The Tax Matters Member and the Company acknowledge and agree that the Class C Profits Interests issued pursuant to the Peach Merger Agreement will be treated as having an initial fair market value of zero for tax purposes based on the amount of distributions that the holders of the Class C Profits Interests would be entitled to pursuant to Section 12.1 if the Company liquidated immediately on or after the Effective Time (as defined in the Peach Merger Agreement).


More Definitions of Class C Profits Interests

Class C Profits Interests means the new Class C profits interests issued by New Appgate Holdings on or as soon as reasonably practicable after the Effective Date and to be held by the Management Vehicle on behalf of the participants in the Management Incentive Plan. 42. “Class C Profits Interests Holders” means the Holders of the Class C Profits Interests. 43. “Class C Units” means, together, the Class C Profits Interests, Class C Common Units, and Class C-1 Common Units. 44. “Class C-1 Common Units” means the new Class C-1 Common Units issued by New Appgate Holdings on the Effective Date, to the extent that an election is made by or on behalf of a DIP Lender or a 1L Convertible Noteholder, and to be held by such electing DIP Lenders and the 1L Convertible Noteholders. 45. “CM/ECF” means the Bankruptcy Court’s case management and electronic case filing system. 46. “Combined Hearing” means the hearing held by the Bankruptcy Court on Confirmation, as such hearing may be continued from time to time. 47. “Company Claims/Equity Interests” means any Claim against, or Equity Interest in, a Company Party, including, without limitation, the 1L Convertible Notes Claims, the 2L Convertible Notes Claims, and the 3L RCF Claims. 48. “Company Parties” means Appgate and each of its direct and indirect subsidiaries that are or become parties to the RSA, solely in their capacity as such. 49. “Compensation and Benefits Programs” means all employment and severance agreements and policies, and all employment, wages, compensation, and benefit plans and policies, workers’ compensation programs, savings plans, retirement plans, deferred compensation plans, supplemental executive retirement plans, healthcare plans, disability plans, severance benefit plans, incentive and retention plans, programs, and payments, life and accidental death and dismemberment insurance plans and programs, for all employees of the Debtors, and all amendments and modifications thereto, applicable to the Debtors’ employees, former employees, retirees, and non-employee directors and managers, in each case existing with the Debtors as of immediately prior to the Effective Date. 50. “Confirmation” means the Bankruptcy Court’s entry of the Confirmation Order on the docket of the Chapter 11 Cases.
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Class C Profits Interests shall have the meaning assigned to it in the Third Amended and Restated Xxxxx Parent LLC Agreement.
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Related to Class C Profits Interests

  • Net Profits Interest means a non-operating interest that creates a share in gross production from another (operating or non-operating) interest in oil and natural gas properties. The share is determined by net profits from the sale of production and customarily provides for the deduction of capital and operating costs from the proceeds of the sale of production. The owner of a net profits interest is customarily liable for the payment of capital and operating costs only to the extent that revenue is sufficient to pay such costs but not otherwise.

  • Profits Interest means an interest in the Company that is intended to be classified as a profits interest within the meaning of Internal Revenue Service Revenue Procedure 93-27 and 2001-43 (or the corresponding requirements of any subsequent guidance promulgated by the Internal Revenue Service or other Law) for U.S. federal income tax purposes, including the Class C Common Incentive Units.

  • Class C Percentage Interest As of any date of determination, with respect to the Class C Certificates, a percentage interest equal to a fraction, the numerator of which is the Class Principal Balance of the Class C Certificates on such date, and the denominator of which is the Class Principal Balance of the Class C Regular Interest on such date.

  • Class B Interests As set forth in the Trust Agreement.

  • Class A LP Units means the Class A limited partnership units of the Partnership.

  • Class B LP Units means, collectively, the Class B limited partnership units of the Partnership, and “Class B LP Unit” means any one of them.

  • Class B Percentage Interest As of any date of determination, with respect to the Class B Certificates, a percentage interest equal to a fraction, the numerator of which is the Class Principal Balance of the Class B Certificates on such date, and the denominator of which is the Class Principal Balance of the Class B Regular Interest on such date.

  • Class B Units means the Class B Units of the Company.

  • Percentage Interests shall have the meaning specified in the Trust Agreement.

  • Class C Interest An uncertificated interest in the Trust Fund held by the Trustee on behalf of the Holders of the Class C Certificates, evidencing a Regular Interest in REMIC 3 for purposes of the REMIC Provisions.

  • Class R-IV Interest The uncertificated Residual Interest in REMIC IV.

  • Lower Tier REMIC Interests Each of the Class LTA-1 Interest, the Class LTA-2A Interest, the Class LTA-2B Interest, the Class LTA-2C Interest, the Class LTA-2D Interest, the Class LTM-1 Interest, the Class LTM-2 Interest, the Class LTM-3 Interest, the Class LTM-4 Interest, the Class LTM-5 Interest, the Class LTM-6 Interest, the Class LTB-1 Interest, the Class LTB-2 Interest, the Class LTB-3 Interest, the Class LTIX Interest, the Class LTIIX Interest, the Class LTII1A Interest, the Class LTII1B Interest, the Class LTII2A Interest, the Class LTII2B Interest, the Class LT-IO Interest and the Class LTR Interest.

  • Class LT-R Interest The residual interest in the Lower-Tier REMIC as described in the Preliminary Statement and the related footnote thereto.

  • Class C Member means a Member holding the Class C Ordinary Share.

  • Class R-II Interest The uncertificated Residual Interest in REMIC II.

  • Class R-I Interest The uncertificated Residual Interest in REMIC I.

  • Class A Percentage Interest means, with respect to a Class A Member as of a given date, that percentage obtained by dividing the total number of Class A Units owned by such Member by the total number of Class A Units issued and outstanding.

  • Members’ Percentage Interests means the ownership percentage interests as mentioned in Section I of this Agreement. During each fiscal year, the net profits and net losses of the Company (other than from capital transactions), and each item of income, gain, loss, deduction, or credit entering into the computation thereof, shall be credited or charged, as the case may be, to the capital accounts of each Member(s) in proportion to the Members' Percentage Interests. The net profits of the Company from capital transactions shall be allocated in the following order of priority: (a) to offset any negative balance in the capital accounts of the Member(s) in proportion to the amounts of the negative balance in their respective capital accounts, until all negative balances in the capital accounts have been eliminated; then (b) to the Member(s) in proportion to the Members’ Percentage Interests. The net losses of the Company from capital transactions shall be allocated in the following order of priority: (a) to the extent that the balance in the capital accounts of any Member(s) are in excess of their original contributions, to such Member(s) in proportion to the excess balances until all such excess balances have been reduced to zero; then (b) to the Member(s) in proportion to the Members’ Percentage Interests. The cash receipts of the Company shall be applied in the following order of priority: (a) to the payment of interest or amortization on any mortgages on the assets of the Company, amounts due on debts and liabilities of the Company other than those due to any Member(s), costs of the construction of the improvements to the assets of the Company and operating expenses of the Company; (b) to the payment of interest and establishment of cash reserves determined by the Member(s) to be necessary or appropriate, including without limitation, reserves for the operation of the Company’s business, construction, repairs, replacements, taxes and contingencies; and (d) to the repayment of any loans made to the Company by any Member(s). Thereafter, the cash receipts of the Company shall be distributed among the Member(s) as hereafter provided. Except as otherwise provided in this Agreement or otherwise required by law, distributions of cash receipts of the Company, other than from capital transactions, shall be allocated among the Member(s) in proportion to the Members’ Percentage Interests. Except as otherwise provided in this Agreement or otherwise required by law, distributions of cash receipts from capital transactions shall be allocated in the following order of priority: (a) to the Member(s) in proportion to their respective capital accounts until each Member(s) has received cash distributions equal to any positive balance in their capital account; then (b) to the Member(s) in proportion to the Members' Percentage Interests. It is the intention of the Member(s) that the allocations under this Agreement shall be deemed to have “substantial economic effect” within the meaning of Section 704 of the Internal Revenue Code and Treas. Reg. Section 1.704-1. Should the provisions of this Agreement be inconsistent with or in conflict with Section 704 of the Code or the Regulations thereunder, then Section 704 of the Code and the Regulations shall be deemed to override the contrary provisions thereof. If Section 704 of the Regulations at any time require that limited liability company operating agreements contain provisions which are not expressly set forth herein, such provisions shall be incorporated into this Agreement by reference and shall be deemed a part of this Agreement to the same extent as though they had been expressly set forth herein.

  • REMIC I Interests The REMIC I Regular Interests and the Class R-I Certificates.

  • Class R-3 Interest The uncertificated Residual Interest in REMIC 3.

  • Class C Units The term "Class C Units" shall have the meaning set forth in the preface.

  • Lower Tier REMIC Regular Interests Each of the Lower Tier REMIC Interests other than the Class LTR Interest.

  • Class B Membership Interest means a Class B Membership Interest in Holdings.

  • Class B Interest Each of the Class B-1 and Class B-2 Interests.

  • Note B Percentage Interest means a fraction, expressed as a percentage, the numerator of which is the Note B Principal Balance and the denominator of which is the sum of the Note A Principal Balance and the Note B Principal Balance.

  • Class A Interests means the Units purchased by the Class A Members. The Class A Interests shall comprise sixty-five percent (65%) of the total Interests sold. Class A Percentage Interest shall be determined by calculating the ratio between each Class A Member’s Capital Account in relation to the total capitalization of the Company provided by the Class A Members.