Earnout Unit definition

Earnout Unit means a Partnership Unit which is designated as an Earnout Unit and which has the rights, preferences and other privileges designated in Section 4.8 hereof and elsewhere in this Agreement in respect of Holders of Earnout Units. The allocation of Earnout Units among the Partners shall be set forth on Exhibit A, as may be amended from time to time.
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Earnout Unit means an Earnout Unit of the Company, having the rights and preferences of such Earnout Unit as set forth in the LLC Agreement.
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Earnout Unit has the meaning set forth in Section 7.04(d)(ii).
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Examples of Earnout Unit in a sentence

  • If a Triggering Event occurs with respect to a Seller Earnout Unit that has a Reserve Amount at the time of such Triggering Event, the Partnership shall establish a record date for payment of a distribution to the holder of such Seller Earnout Unit with respect to which the Triggering Event has occurred and, subject to Section 4.5, pay a distribution with respect to each such Seller Earnout Unit equal to the cumulative Reserve Amount with respect to such Seller Earnout Unit.

  • If a Triggering Event does not occur with respect to any Seller Earnout Unit prior to the Earnout Termination Date, the cumulative Reserve Amount with respect to such Seller Earnout Unit shall be released back to the Partnership without further liability of the Partnership.

  • Without duplication of any right under the Sponsor Support Agreement, upon the conversion of any Earnout Unit held by PubCo to a Common Unit, PubCo will promptly (but in any event within five Business Days) issue an equal number of shares of Class A Common Stock to Sponsor.

  • If the Earnout Term shall expire on account of a Property Sale or an Interest Sale, then within 5 days thereafter, the Partnership shall convert each Earnout Unit for an amount of OP Units (rounded to the nearest OP Unit), if any, equal to the quotient obtained by dividing (x) the quotient obtained by dividing the IRR Excess by the Market Price as of the date of such Property Sale or Interest Sale; by (y) the aggregate number of Earnout Units then outstanding.

  • Upon the conversion of any Earnout Unit held by BT Assets to a Common Unit, PubCo will promptly (but in any event within five Business Days) issue an equal number of shares of Class V Common Stock to BT Assets.

  • If a holder of Earnout Units fails to make such an election, such holder (and any of its transferees) shall receive upon conversion of each Earnout Unit held him or her (or by any of his or her transferees) the same kind and amount of consideration that a holder of a OP Unit would receive if such OP Unit holder failed to make such an election.

  • Each Earnout Unit shall be converted automatically into an OP Unit as provided in Section 4.8 hereof without the requirement for any action by either the Partnership or the Partner holding the Earnout Units.

  • If the Earnout Term shall expire on December 31, 2009, then within 30 days thereafter, the Partnership shall convert each Earnout Unit for an amount of OP Units (rounded to the nearest OP Unit), if any, equal to the quotient obtained by dividing (x) the quotient obtained by dividing the IRR Excess by the Market Price as of December 31, 2009; by (y) the aggregate number of Earnout Units then outstanding.

  • Except as otherwise provided in this Agreement, each outstanding Class A Unit (other than the Earnout Units) shall be identical to each other Class A Unit (other than the Earnout Units), each outstanding Tier 1 Earnout Unit shall be identical to each other Tier 1 Earnout Unit, each outstanding Tier 2 Earnout Unit shall be identical to each other Tier 2 Earnout Unit, and each outstanding Tier 3 Earnout Unit shall be identical to each other Tier 3 Earnout Unit.

  • Upon conversion of a Earnout Unit into an OP Unit, the Company will specially allocate to the converted Partner any Net Income attributable to an adjustment of Gross Asset Values under subparagraph (b)(v) of the definition of "Gross Asset Value" until the portion of such Partner's Capital Account attributable to each OP Unit received upon conversion equals the Capital Account attributable to an OP Unit at the time of conversion.


More Definitions of Earnout Unit

Earnout Unit has the meaning set forth in Schedule 2.9 to the Disclosure Letter.
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Related to Earnout Unit

  • Earnout Amount has the meaning provided in Section 2.9(b).

  • Earnout Consideration has the meaning specified in Section 2.05(a).

  • Earnout has the meaning set forth in Section 2.9(a).

  • Earnout Payment has the meaning set forth in Section 2.3(b).

  • Earnout Shares has the meaning set forth in Section 3.6(a).

  • Earn-Out Consideration has the meaning set forth in Section 2.08(a)(i).

  • target unit means a facility or group of facilities to which an underlying agreement applies; “tCO2 equivalent” means tonnes of carbon dioxide equivalent;

  • Net Consideration Per Share means the amount equal to the total amount of consideration, if any, received by the Company for the issuance of such warrants, options, subscriptions, or other purchase rights or convertible or exchangeable securities, plus the minimum amount of consideration, if any, payable to the Company upon exercise or conversion thereof, divided by the aggregate number of shares of Common Stock that would be issued if all such warrants, options, subscriptions, or other purchase rights or convertible or exchangeable securities were exercised, exchanged or converted.

  • Earnout Period has the meaning specified in Section 2.03(a).

  • Target Share means any share of the Common Stock, par value $.01 per share, of the Target.

  • Closing Consideration shall have the meaning set forth in Section 2.1(b).

  • Earn-Out Amount has the meaning set forth in Section 2.07(a).

  • Closing Cash Consideration has the meaning set forth in Section 2.6(b).

  • Earnout Payments has the meaning set forth in Section 2.2(a).

  • Relative Total Shareholder Return means for the Incentive Period the Total Shareholder Return of the Company compared to the Total Shareholder Return of the Peer Group, as more particularly set forth on attached Exhibit C.

  • FTPS Unit means Units which are purchased through the Fund/SERV(R) trading system or on a manual basis through FTP Services LLC or for which FTP Services LLC is acting as FTPS Unit Servicing Agent.

  • Acquisition Consideration means the purchase consideration for any Permitted Acquisition and all other payments by Holdings or any of its Subsidiaries in exchange for, or as part of, or in connection with, any Permitted Acquisition, whether paid in cash or by exchange of Equity Interests or of properties or otherwise and whether payable at or prior to the consummation of such Permitted Acquisition or deferred for payment at any future time, whether or not any such future payment is subject to the occurrence of any contingency, and includes any and all payments representing the purchase price and any assumptions of Indebtedness, “earn-outs” and other agreements to make any payment the amount of which is, or the terms of payment of which are, in any respect subject to or contingent upon the revenues, income, cash flow or profits (or the like) of any person or business; provided that any such future payment that is subject to a contingency shall be considered Acquisition Consideration only to the extent of the reserve, if any, required under GAAP at the time of such sale to be established in respect thereof by Holdings or any of its Subsidiaries.

  • Stock Consideration has the meaning set forth in Section 2.01(c).

  • Per Share Cash Consideration has the meaning set forth in Section 3.01(a)(ii).

  • Closing Stock Consideration means a number of shares of Parent Common Stock equal to (a) the Stock Consideration, minus (b) any shares of Parent Common Stock used to fund the SC Escrow Amount.

  • Cash Consideration has the meaning set forth in Section 2.2.

  • Earn-Out Payment has the meaning set forth in Section 2.07(a)(i).

  • sub-unit means, with respect to any currency other than euro, the lowest amount of such currency that is available as legal tender in the country of such currency and, with respect to euro, means one cent.

  • Cash Amount means an amount of cash equal to the product of (i) the Value of a REIT Share and (ii) the REIT Shares Amount determined as of the applicable Valuation Date.

  • Share Valuefinal means the Preference Share Value on the Valuation Date; and "Share Valueinitial" means the Preference Share Value on the Initial Valuation Date.

  • Common Stock Consideration has the meaning set forth in Section 1.6(b).