Profits Interest Threshold definition

Profits Interest Threshold means, with respect to each (i) Class A Common Interest, the amount specified as such in the applicable Equity Grant Agreement for such Class A Common Interest, which amount is intended to be specified at a level such that the Class A Common Interests are Profits Interest at the time of issuance and (ii) other Common Interest, the amount specified by the General Partner at which such Common Interests shall be Profits Interests as subject to customary adjustments in the event of any subdivision or combination of Interests, reclassification, recapitalization, split, dividend of securities or similar transaction.
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Profits Interest Threshold means, with respect to each Profit Unit, the amount specified as such in the applicable Profit Unit Agreement for such Profit Unit, which amount is intended to be specified at a level such that the Profit Unit is a Profits Interest at the time of issuance.
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Profits Interest Threshold shall have the same meaning ascribed to such term in the Operating Agreement. The Profits Interest Threshold shall be (i) reduced, as appropriate, for cash or property distributed pursuant to the terms of the Operating Agreement and (ii) adjusted to take into account any additional Capital Contributions made to the Company by any Member, to the minimum extent necessary as determined by the Administrator, in good faith, to prevent any such distributions resulting in any inequitable dilution in any outstanding Profits Interests and to prevent any such Capital Contributions from causing holders of Profits Interests from recognizing income solely as the result of such Capital Contributions.
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Examples of Profits Interest Threshold in a sentence

  • The Unvested Incentive Units have the Profits Interest Threshold set forth on the Award Schedule.

  • Each Profits Interest grant will be evidenced by a Profits Interest Agreement that will specify the number of Units that are being granted as Profits Interests, the Profits Interest Threshold Amount, the vesting schedule, if any, applicable to the Profits Interest grant, and such other terms and conditions as the Administrator, in its sole discretion, will determine.

  • The Administrator shall specify the Profits Interest Threshold Amount applicable to each Incentive Unit in the applicable Award Agreement in accordance with the LLC Agreement.

  • The Participant understands that no distributions will be made on the Incentive Units until there has been distributed to holders of the Common Units an amount equal to the Profits Interest Threshold Amount as of the Grant Date, which is $[AMOUNT].

  • Amounts that would otherwise be distributed to any Common Unit that was issued as a Profits Interest pursuant to Section 6(b)(ii) shall be reduced by an amount equal to the remaining Profits Interest Threshold Amount for such Common Unit, and the amount by which the distribution to such Profits Interest is reduced shall instead be distributed to the holders of such other Units as are entitled to receive distributions under Section 6(b)(ii).

  • Each Grant Agreement shall specify (i) the type of Incentive Unit awarded, e.g., Class A Units, Options or Profits Interests, (ii) the number of Incentive Units with respect to which the award is subject and (iii) the Exercise Price or Profits Interest Threshold, if applicable, pertaining to such award, subject to the limitations and conditions set forth in Section 2.

  • The Profits Interest Threshold Amount applicable to any Incentive Unit issued pursuant to this Section 5 shall be no less than the amount determined by the Administrator to be necessary to cause such Incentive Unit to constitute a “profits interest” within the meaning of Revenue Procedures 93-27 and 2001-43.

  • For purposes of this Agreement, the “Repurchase Price” with respect to a Unit shall be:(i)In the case of a termination of Continuous Service for Cause, $0.(ii)In the case of a termination of Continuous Service without Cause, the Fair Market Value of such Unit, taking into account the distribution provisions of the LLC Agreement and any applicable Profits Interest Threshold Amounts, and as determined by the Manager in its discretion.

  • Within the limitations of the Plan, the Board may modify or assume outstanding Profits Interests or may accept the exchange of outstanding Profits Interests (whether granted by the Company or another issuer) in return for the grant of the same or a different number of new Profits Interests with the same or a different Profits Interest Threshold Amount.

  • Employee’s Option Agreement is hereby amended to provide that the maximum number of Class A Units that Employee can purchase under the Option Agreement shall be capped at that number of Class A Units whose Liquidation FMV equals the number of Class A Units with respect to which the Option is vested multiplied by the Profits Interest Threshold of $76.00 per Incentive Unit.

Related to Profits Interest Threshold

  • Net Profits Interest means a non-operating interest that creates a share in gross production from another (operating or non-operating) interest in oil and natural gas properties. The share is determined by net profits from the sale of production and customarily provides for the deduction of capital and operating costs from the proceeds of the sale of production. The owner of a net profits interest is customarily liable for the payment of capital and operating costs only to the extent that revenue is sufficient to pay such costs but not otherwise.

  • 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.

  • Class C Percentage Interest As of any date of determination, with respect to the Class C Certificates, a percentage interest equal to a fraction, the numerator of which is the Class Principal Balance of the Class C Certificates on such date, and the denominator of which is the Class Principal Balance of the Class C Regular Interest on such date.

  • Partnership Unit Economic Balance means (i) the Capital Account balance of the General Partner plus the amount of the General Partner’s share of any Partner Minimum Gain or Partnership Minimum Gain, in each case to the extent attributable to the General Partner’s Partnership Units divided by (ii) the number of the General Partner’s Partnership Units.

  • Class B Percentage Interest As of any date of determination, with respect to the Class B Certificates, a percentage interest equal to a fraction, the numerator of which is the Class Principal Balance of the Class B Certificates on such date, and the denominator of which is the Class Principal Balance of the Class B Regular Interest on such date.

  • Class B Unit means a Partnership Unit which is designated as a Class B Unit of the Partnership.

  • Total Percentage Interest means, with respect to any Partner, the quotient obtained by dividing the number of Units (vested or unvested) then owned by such Partner by the number of Units then owned by all Partners.

  • LTIP Unit means a Limited Partnership Interest which is designated as an LTIP Unit and which has the rights, preferences and other privileges designated in Section 4.4 hereof and elsewhere in this Agreement in respect of holders of LTIP Units. The allocation of LTIP Units among the Partners shall be set forth on Exhibit A, as may be amended from time to time.

  • Current Class B Interest Distribution Amount As to any Distribution Date, the amount distributed in respect of the Classes of Class B Certificates pursuant to Paragraphs fifth, eighth, eleventh, fourteenth, seventeenth and twentieth of Section 4.01(a) on such Distribution Date.

  • Class LT-R Interest The residual interest in the Lower-Tier REMIC as described in the Preliminary Statement and the related footnote thereto.

  • Class C Unit means a Partnership Security representing a fractional part of the Partnership Interests of all Limited Partners and Assignees, and having the rights and obligations specified with respect to the Class C Units in this Agreement. The term “Class C Unit” does not refer to a Common Unit until such Class C Unit has converted into a Common Unit pursuant to the terms hereof.

  • Class A LP Units means the Class A limited partnership units of the Partnership.

  • OP Unit Economic Balance has the meaning set forth in Section 6.03(c) hereof.

  • Class A/B Interest Coverage Test means the test which will apply as of any Measurement Date occurring on and after the Determination Date immediately preceding the second Payment Date and which will be satisfied on such Measurement Date if the Class A/B Interest Coverage Ratio is at least equal to 120.0 per cent.

  • Common Unit Economic Balance means (i) the Capital Account balance of the General Partner, plus the amount of the General Partner’s share of any Partner Minimum Gain or Partnership Minimum Gain, in either case to the extent attributable to the General Partner’s ownership of Partnership Common Units and computed on a hypothetical basis after taking into account all allocations through the date on which any allocation is made under Section 6.2.D hereof, divided by (ii) the number of the General Partner’s Partnership Common Units.

  • Class C Interest Coverage Test means the test which will apply as of any Measurement Date occurring on and after the Determination Date immediately preceding the second Payment Date and which will be satisfied on such Measurement Date if the Class C Interest Coverage Ratio is at least equal to 110.0 per cent.

  • Class UT-R Interest The residual interest in the Upper-Tier REMIC as described in the Preliminary Statement and the related footnote thereto.

  • Deemed Partnership Interest Value means, as of any date with respect to any class of Partnership Interests, the Deemed Value of the Partnership Interests of such class multiplied by the applicable Partner's Percentage Interest of such class.

  • Adjusted Capital Account Balance means, with respect to each Partner, the balance in such Partner’s Capital Account adjusted (i) by taking into account the adjustments, allocations and distributions described in Treasury Regulations Sections 1.704-1(b)(2)(ii)(d)(4), (5) and (6); and (ii) by adding to such balance such Partner’s share of Partnership Minimum Gain and Partner Nonrecourse Debt Minimum Gain, determined pursuant to Treasury Regulations Sections 1.704-2(g) and 1.704-2(i)(5), any amounts such Partner is obligated to restore pursuant to any provision of this Agreement or by applicable Law. The foregoing definition of Adjusted Capital Account Balance is intended to comply with the provisions of Treasury Regulations Section 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently therewith.

  • Class A Percentage Interest means, with respect to a Class A Member as of a given date, that percentage obtained by dividing the total number of Class A Units owned by such Member by the total number of Class A Units issued and outstanding.

  • Class B Units means the Class B Units of the Company.

  • Class R-IV Interest The uncertificated Residual Interest in REMIC IV.

  • Class A-PO Deferred Amount For any Distribution Date prior to the Subordination Depletion Date, the difference between (A) the sum of (x) the amount by which the sum of the Class A-PO Optimal Principal Amounts for all prior Distribution Dates exceeded the amounts distributed on the Class A-PO Certificates on such prior Distribution Dates pursuant to Paragraph third clause (2) of Section 4.01(a) and (y) the sum of the product for each Discount Mortgage Loan which became a Liquidated Loan at any time on or prior to the last day of the Applicable Unscheduled Principal Receipt Period for Full Unscheduled Principal Receipts for the current Distribution Date of (a) the PO Fraction for such Discount Mortgage Loan and (b) an amount equal to the principal portion of Realized Losses (other than Bankruptcy Losses due to Debt Service Reductions) incurred with respect to such Discount Mortgage Loan and (B) the sum of (x) the sum of the Class A-PO Recoveries for such Distribution Date and prior Distribution Dates and (y) amounts distributed on the Class A-PO Certificates on prior Distribution Dates pursuant to Paragraph fourth of Section 4.01(a). On and after the Subordination Depletion Date, the Class A-PO Deferred Amount will be zero. No interest will accrue on any Class A-PO Deferred Amount.

  • Current Class A Interest Distribution Amount As to any Distribution Date, the amount distributed in respect of the Classes of Class A Certificates pursuant to Paragraph first of Section 4.01(a) on such Distribution Date.

  • Lower Tier Principal Distribution Amount With respect to any calendar month, the sum of (i) the Cash Flow Distribution Amount and (ii) the Lower Tier Accrual Amount, if any.

  • Economic Capital Account Balances has the meaning set forth in Section 6.1.E.