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).
Examples of Clawback Share in a sentence
For purposes of calculating your Clawback Share and/or Partner Giveback Share, AGM Shares (including, for the avoidance of doubt, any AGM Shares that have previously vested, but excluding any such AGM 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 of the Grant Date.
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.
For purposes of calculating a Limited Partner’s 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 the Partner still retains 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.
The parties agree that the value of any Acquiror Common Stock so cancelled will be valued at the Closing Share Price and Clawback Shares so cancelled will be valued at the Clawback Share Price.
The fees and expenses of the Independent Firm so determined to be apportioned to the Escrow Participants shall be paid to the Independent Firm by Acquiror and offset against the Merger Consideration by cancelling Clawback Shares that otherwise may become issuable to the Escrow Participants at any time thereafter equal in value to the amount of the remaining fees and expenses apportioned to the Escrow Participants, valued at the Clawback Share Price.
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 I, 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
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 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 a Limited Partner’s pro rata share of any Clawback Obligation. “Co-Investors (A)” means Apollo EPF Co-Investors IV (A), L.P., a Cayman Islands exempted limited partnership.