Profits Interest definition

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.

Profits Interest means an interest in the future profits of the Company satisfying the requirements for a partnership profits interest transferred in connection with the performance of services, as set forth in IRS Revenue Procedures 93-27 and 2001-43, or any future IRS guidance or other authority that supplements or supersedes the foregoing Revenue Procedures.

Profits Interest has the meaning given such term in Section 3.4(b).

Examples of Profits Interest in a sentence

• The Company has issued on the Effective Date 100 Profits Interest Units to the Persons set forth on Exhibit B (sometimes referred to as “PIU Members”).

• Except as expressly conferred by law or as otherwise set forth under this Agreement, the holders of Profits Interest Units shall have no voting rights.

• There will initially be two classes of Units: Profits Interest Units and Class A Units.

• The consent of the PIU Members shall be required prior to the issuance of any additional Profits Interest Units or the admission of any new PIU Member.

• It is the intent of the Members and the Company that Profits Interest Units shall represent an interest in the Company that qualifies as a vested “profits interest” within the meaning of IRS Revenue Procedure 93-27, 1993-2 C.B. 343, or any successor authority thereto, and such profits interest shall have no Capital Account as of the date that any such Profits Interest Units are issued.

More Definitions of Profits Interest

Profits Interest has the meaning set forth in Section 3.08(a).

Profits Interest means an interest in the future profits of the Company satisfying the requirements for a partnership profits interest transferred in connection with the performance of services, as set forth in IRS Revenue Procedures 93-27 and 2001-43, or any future IRS guidance or other authority that supplements or supersedes the foregoing Revenue Procedures; provided that all Members, whether parties hereto as of the date hereof or admitted after the date hereof, consent to the Company taking all actions, including amending this Agreement, to the extent necessary or appropriate to cause any interest designated by the Managing Member as a “profits interest” to be treated as Profits Interests for all United States federal income tax purposes, to be valued based on liquidation value or similar principles and to permit allocations of income to be made to such Members to be respected even if such Interests are subject to risk of forfeiture, including any action required by the Company under Revenue Procedure 2001-43, unless superseded by Notice 2005-43, in which case, such consent shall allow the Company to take any and all actions as may be necessary or desirable pursuant to such notice, final or temporary regulations that may be promulgated to bring into effect the Proposed Treasury Regulations (Prop. Treas. Reg. §§ 1.83-3, 1.704-1, 1.706-3, 1.707-1, 1.721-1, 1.761-1) set forth in the notice of proposed rulemaking (REG–105346–03), and any similar or related authority.

Profits Interest has the meaning set forth in Section 5.8.

Profits Interest. Each Member's (or Transferee's) percentage interest (carried to the nearest one-thousandth of a percent, if other than an even percentage), in the Profits of the Company, determined under Section 5.2.

Profits Interest means a Unit issued in exchange for services that has a liquidation value of zero when issued, as determined consistent with “profits interests” as that term is defined in Internal Revenue Service Revenue Procedure 93-27, 1993-2 CB 343 or any subsequent rulings or regulations.

Profits Interest has the meaning ascribed to that term in Section 6.1(d)(i).

Profits Interest means an interest in the profits of the Partnership satisfying the requirements for a partnership interest transferred in connection with the performance of services, as set forth in IRS Revenue Procedure 93-27, 19932 C.B. 343 (June 6, 1993) and IRS Revenue Procedure 2001-43, 2001-2 C.B. 191 (Aug. 3, 2001), unless superseded by IRS Notice 2005-43, 2005-24 I.R.B. 1221 (May 20, 2005), in which case, as set forth in Proposed Treasury Regulations Section 1.83-3(l), Notice 2005-43 and any similar or related authority.