Clawback Share means, as of the time of determination, with respect to any Limited Partner and any Clawback Payment, a portion of such Clawback Payment equal to (a) the cumulative amount distributed to such Limited Partner of Operating Profit attributable to the Fund to which the Clawback Payment is required to be made, divided by (b) the cumulative amount so distributed to all Partners with respect to such Operating Profit attributable to such Fund.
Clawback Share means, as of the time of determination, with respect to any Limited Partner and any Clawback Payment, a portion of such Clawback Payment equal to (a) the cumulative amount distributed to such Limited Partner of Operating Profit attributable to the Fund to which the Clawback Payment is required to be made, divided by (b) the cumulative amount so distributed to all Limited Partners with respect to such Operating Profit attributable to such Fund. It is intended that the Clawback Share of a Limited Partner that does not hold a Class or tranche of Interests corresponding to the applicable Fund with respect to which such Clawback Share is attributable shall, to the extent related to distributions from the Partnership, be equal to zero percent (0%).
Clawback Share of any Clawback Amount shall be calculated as follows: (i) if such Clawback Amount does not exceed the most recent cash distribution by the Partnership representing Operating Profit attributable to the Fund (each such distribution, a “Carry Distribution” and the most recent Carry Distribution, the “Latest Carry Distribution”) as of the time of calculating such Clawback Amount, a portion of such Clawback Amount equal to (A) the amount of the Latest Carry Distribution distributed to such Partner (or former Partner), divided by (B) the total amount of the Latest Carry Distribution; (ii) to the extent that the Clawback Amount exceeds the Latest Carry Distribution, the excess shall be applied successively to each immediately preceding Carry Distribution until the entire Clawback Amount has been satisfied and borne with respect to each such Carry Distribution by those Partners (and former Partners) to whom such Carry Distribution was made in the same manner as provided in Section 3.1(d)(i). Section 3.2
Examples of Clawback Share in a sentence
KAP Shareholders and/or their renouncees are hereby offered for subscription, by way of a renounceable Claw-back Offer, a total of 197 368 421 Claw-back Shares at a Subscription Price of R7.60 per Claw-back Share in the ratio of 8.07368 Claw-back Shares for every 100 Shares held in KAP at the close of business on the Record Date, upon the terms and conditions set out in this Circular.
For purposes of calculating your Clawback Share, AGM Shares (including, for the avoidance of doubt, any such shares that have previously vested, but excluding any such shares that have previously been mandatorily repurchased by AGM) shall be valued, without regard to any restrictions thereon and/or whether or not you still retain such AGM Shares, based on the purchase price of such AGM Shares as set forth on the grant notice provided with respect to such AGM Shares.
Any Pre-Closing Taxes shown as due and payable on any Pre-Closing Tax Return or Straddle Tax Return (determined in accordance with Section 6.6(e) with respect to any Straddle Tax Return) originally due after the Closing Date and filed pursuant to the provisions of this Article 6 shall be paid out by offsetting such Taxes against the Clawback Shares by canceling that number of Clawback Shares equal in value to the aggregate amount of such Pre-Closing Taxes, valued at the Clawback Share Price.
Instead, the Parent will issue one whole Clawback Share to the Beneficiaries if they otherwise would have received a fractional share as a result of the formulae set forth above.
SUBSCRIPTION AGREEMENTIn terms of the Subscription Agreement, the Subscribers have committed to fully subscribe for all 197 368 421 Claw-back Shares at the subscription price of R7.60 per Claw-back Share for a total consideration amount of R1.5 billion (“ Subscription Amount”) in proportion to their existing holdings in KAP and subject to a subscription fee of 4% on the Subscription Amount.
More Definitions of Clawback Share
Clawback Share has the meaning ascribed to that term in Section 3.1(d). “Code” means the United States Internal Revenue Code of 1986, as amended and as hereafter amended, or any successor law. “Confidential Information” means information that has not been made publicly available by or with the permission of the General Partner and that is obtained or learned by a Limited Partner as a result of or in connection with such Partner’s association with the Partnership or any of its Affiliates concerning the business, affairs or activities of the Partnership, any of its Affiliates or any of the Portfolio Investments, including, without limitation, models, codes, client information (including client identity and contacts, client lists, client financial or personal information), financial data, know-how, computer software and related documentation, trade secrets, and other forms of sensitive or valuable non-public information obtained or learned by the Limited Partner as a result of such Limited Partner’s participation in the Partnership. For the avoidance of doubt, Confidential Information does not include information concerning non- proprietary business or investment practices, methods or relationships customarily employed or entered into by comparable business enterprises. “Covered Person” has the meaning ascribed to that term in Section 5.7. “DEUCC” has the meaning ascribed to that term in Section 6.5(b). “Excess Points” has the meaning ascribed to that term in the Fund GP Agreement. “Final Adjudication” has the meaning ascribed to that term in Section 5.7. “Fiscal Year” means, with respect to a year, the period commencing on January 1 of such year and ending on December 31 of such year (or on the date of a final distribution pursuant to Section 8.1(a)), unless the General Partner shall elect another fiscal year for the Partnership which is a permissible taxable year under the Code. “Fund” means Apollo Credit Opportunity Fund II, L.P.
Clawback Share of any Clawback Amount shall be calculated as follows: (i) to the extent that such Clawback Amount does not exceed the most recent cash distribution by the Partnership representing Operating Profit attributable to the Fund (each such distribution, a “Carry Distribution” and the most recent Carry Distribution, the “Latest Carry Distribution”) as of the time of calculating such Clawback Amount, a portion of such Clawback Amount equal to (A) the amount of the Latest Carry Distribution distributed to such Partner (or former Partner), divided by (B) the total amount of the Latest Carry Distribution; and (ii) to the extent that the Clawback Amount exceeds the Latest Carry Distribution, the excess shall be applied successively to each immediately preceding Carry Distribution until the entire Clawback Amount has been satisfied and borne with respect to each
Clawback Share has the meaning ascribed to that term in Section 3.1(e). “CM Executive Carry” means Apollo Credit Opportunity CM Executive Carry II, L.P. “Code” means the United States Internal Revenue Code of 1986, as amended and as hereafter amended, or any successor law. “COF Limited Partner” means a Limited Partner employed by Apollo Global Management, LLC or one of its Affiliates whom the General Partner has determined to be a member of the day-to-day investment management team for the Fund and designated as such in the documentation admitting such Limited Partner to the Partnership. “Confidential Information” means information that has not been made publicly available by or with the permission of the General Partner and that is obtained or learned by a Limited Partner as a result of or in connection with such Partner’s association with the Partnership or any of its Affiliates concerning the business, affairs or activities of the Partnership, any of its Affiliates or any of the Portfolio Investments, including, without limitation, models, codes, client information (including client identity and contacts, client lists, client financial or personal
Clawback Share has the meaning ascribed to that term in Section 3.1(e). “CLF Limited Partner” means a Limited Partner employed by Apollo Global Management, LLC or one of its Affiliates whom the General Partner has determined to be a member of the day-to-day investment management team for the Fund and designated as such in the documentation admitting such Limited Partner to the Partnership. “CM Executive Carry” means Apollo Credit Liquidity CM Executive Carry, L.P. “Code” means the United States Internal Revenue Code of 1986, as amended and as hereafter amended, or any successor law. “Confidential Information” means information that has not been made publicly available by or with the permission of the General Partner and that is obtained or learned by a Limited Partner as a result of or in connection with such Partner’s association with the Partnership or any of its Affiliates concerning the business, affairs or activities of the Partnership, any of its Affiliates or any of the Portfolio Investments, including, without limitation, models, codes, client information (including client identity and contacts, client lists, client financial or personal information), financial data, know-how, computer software and related documentation, trade secrets, and other forms of sensitive or valuable non-public information obtained or learned by the Limited Partner as a result of such Limited Partner’s participation in the Partnership. For the avoidance of doubt, Confidential Information does not include information concerning non- proprietary business or investment practices, methods or relationships customarily employed or entered into by comparable business enterprises.
Clawback Share means, with respect to any Limited Partner and any Clawback Payment, a portion of such Clawback Payment equal to (i) the cumulative amount distributed to such Limited Partner prior to the time of determination of Operating Profit attributable to the Fund to which the Clawback Payment is required to be made, divided by (ii) the cumulative amount so distributed to all Partners with respect to such Operating Profit attributable to such Fund. “Code” means the United States Internal Revenue Code of 1986, as amended and as hereafter amended, or any successor law. “Co-Investors (A) LLC Agreement” means the limited liability company agreement of Apollo Co-Investors VI (A), LLC, as amended from time to time. “Code” means the United States Internal Revenue Code of 1986, as amended and as hereafter amended, or any successor law. “Commitment Period” has the meaning ascribed to that term in each of the Fund LP Agreements. “Confidential Information” means information that has not been made publicly available by or with the permission of the General Partner and that is obtained or learned by a Limited Partner as a result of or in connection with his association with the Partnership or any of its Affiliates concerning the business, affairs or activities of the Partnership, any of its Affiliates or any of the Portfolio Investments, including, without limitation, models, codes, client information (including client identity and contacts, client lists, client financial or personal information), financial data, know-how, computer software and related documentation, trade secrets, and other forms of sensitive or valuable non-public information obtained or learned by the Limited Partner as a result of such Limited Partner’s participation in the Partnership. For the avoidance of doubt, Confidential Information does not include information concerning non-proprietary business or
Clawback Share means, with respect to any Limited Partner and any Clawback Payment, a portion of such Clawback Payment equal to (i) the cumulative amount distributed to such Limited Partner prior to the time of determination of Operating Profit attributable to the Fund to which the Clawback Payment is required to be made, divided by (ii) the cumulative amount so distributed to all Partners with respect to such Operating Profit attributable to such Fund. “Co-Investors (A) LP Agreement” means the limited partnership agreement of Apollo Co-Investors VII (A), L.P., as amended from time to time. “Code” means the United States Internal Revenue Code of 1986, as amended and as hereafter amended, or any successor law. “Commitment Period” has the meaning ascribed to that term in each of the Fund LP Agreements. “Confidential Information” means information that has not been made publicly available by or with the permission of the General Partner and that is obtained or learned by a Limited Partner as a result of or in connection with his association with the Partnership or any of its Affiliates concerning the business, affairs or activities of the Partnership, any of its Affiliates or any of the Portfolio Investments, including, without limitation, models, codes, client information (including client identity and contacts, client lists, client financial or personal information), financial data, know-how, computer software and related documentation, trade secrets, and other