Class P Common Unit definition

Class P Common Unit means a Unit of the Partnership with an interest in the profits of the Partnership, as more fully described in Section 4.07.

Class P Common Unit means a Unit of the Partnership with an interest in the profits of the Partnership, as more fully described in Section 4.07. “Class P Preferred Unit” means a Unit of the Partnership with an interest in the Applicable Charge, as more fully described in Section 4.07. “Class P Preferred Units Liquidation Amount” has the meaning set forth in Section 9.03(a)(ii). “Closing Cash Amount” has the meaning set forth in Section 4.03(c). “Code” means the Internal Revenue Code of 1986, as amended from time to time. “Common Unit” means a Unit of the Partnership, other than (i) any EVU B2B Unit, (ii) any Class P Common Unit, (iii) any Class P Preferred Unit and (iv) any other Unit that has been designated as a separate Class from the Common Units. “Consent Rights” has the meaning set forth in the OCG Operating Agreement. “Contingencies” has the meaning set forth in Section 9.03(a). “Control” means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through ownership of voting securities, by contract or otherwise. “Creditable Foreign Tax” means a foreign tax paid or accrued for United States federal income tax purposes by the Partnership, in either case to the extent that such tax is eligible for credit under Section 901(a) of the Code. A foreign tax is a creditable foreign tax for these purposes without regard to whether a partner receiving an allocation of such foreign tax elects to claim a credit for such amount. This definition is intended to be consistent with the definition of “creditable foreign tax” in Temporary Treasury Regulations Section 1.704-1T(b)(4)(xi)(b), and shall be interpreted consistently therewith. “DGCL” means the General Corporation Law of the State of Delaware, 8 Del.

Class P Common Unit means a Unit of the Partnership with an interest in the profits of the Partnership, as more fully described in Section 4.07. “Class P Preferred Unit” means a Unit of the Partnership with an interest in the Applicable Charge, as more fully described in Section 4.07. “Class P Preferred Units Liquidation Amount” has the meaning set forth in Section 9.03(a)(ii). “Closing Cash Amount” has the meaning set forth in Section 4.03(c). “Code” means the Internal Revenue Code of 1986, as amended from time to time. “Common Unit” means a Unit of the Partnership, other than (i) any Class P Common Unit, (ii) any Class P Preferred Unit and (iii) any other Unit that has been designated as a separate Class from the Common Units. “Consent Rights” has the meaning set forth in the OCG Operating Agreement. “Contingencies” has the meaning set forth in Section 9.03(a). “Control” means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through ownership of voting securities, by contract or otherwise. “Creditable Foreign Tax” means a foreign tax paid or accrued for United States federal income tax purposes by the Partnership, in either case to the extent that such tax is eligible for credit under Section 901(a) of the Code. A foreign tax is a creditable foreign tax for these purposes without regard to whether a partner receiving an allocation of such foreign tax elects to claim a credit for such amount. This definition is intended to be consistent with the definition of “creditable foreign tax” in Temporary Treasury Regulations Section 1.704-1T(b)(4)(xi)(b), and shall be interpreted consistently therewith. “DGCL” means the General Corporation Law of the State of Delaware, 8 Del. C. Section 101, et seq., as amended, supplemented or restated from time to time, and any successor to such statute. “Disabling Event” means the General Partner ceasing to be the general partner of the Partnership pursuant to Section 17-402 of the Act.

Examples of Class P Common Unit in a sentence

• Any Non-Participating Class P Common Unit that is not deemed to satisfy the relevant Class P Performance Condition immediately prior to such Class P Liquidity Event shall be forfeited and cancelled upon the date of such event.

• The Applicable Charge shall be calculated separately with respect to each Class P Common Unit and shall equal the product of (i) 1%, multiplied by (ii) the Base Value of such Class P Common Unit.

• The Applicable Charge of each Class P Common Unit will be paid to the holders of Class P Preferred Units from the following sources in the following order: (i) first, Available Cash that would otherwise be distributable (other than under Section 4.01(b)) or payable to OEP in respect of such Class P Common Unit and (ii) second, Available Cash that would otherwise be distributable (including under Section 4.01(b)) or payable to OEP in respect of its Common Units.

• As of the date of each issuance of Class P Common Units, the Board shall establish an initial “Participation Threshold” amount with respect to each Class P Common Unit granted on such date.

• The purchase price of each Class P Common Unit, if any, shall be as determined by the Board.

• In the event of any Distribution on the Class B Common Units pursuant to Section 4.1(a), the Participation Threshold of each Class P Common Unit outstanding at the time of such Distribution shall be reduced (but not below zero) by an amount equal to the amount distributed to a Class B Common Unit pursuant to the applicable subsection of Section 4.1(a) in connection with such Distribution.

• Unless otherwise determined by the Board, the Participation Threshold with respect to each such Class P Common Unit granted on such date shall be equal to the amount (as determined by the Board in its sole discretion) that would be distributed with respect to a Class B Common Unit pursuant to the applicable subsection of Section 4.1(a) if the Company distributed an amount equal to the Total Equity Value to the Unitholders in accordance with Section 4.1(a).