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, as modified pursuant to Section 8(e) of this Plan. 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.

  • 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.

  • 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 assumption, or substitution of substantially equivalent Awards, by the acquiring or succeeding corporation (or an affiliate thereof) with appropriate adjustments to the number and kind of equity interests and prices, with appropriate reduction to the Common Unit exchange ratio applicable to Profits Interests to reflect the applicable Profits Interest Threshold Amounts.

  • 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 of cash or other consideration from a sale of assets of the Company or a Subsidiary constituting a Liquidity Event otherwise distributable to a Common Unit holder shall be reduced by the Profits Interest Threshold Amount attributable to each such Profits Interest receiving such distribution.

  • 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.

  • 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 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.

  • Common Units issued as Profits Interests with a Profits Interest Threshold Amount equal to the value of a Common Unit at the time of issuance shall have no purchase price and the Participant shall not be required to pay any consideration for the grant of such Profits Interests.

Related to Profits Interest Threshold

  • Net Profits Interest means an interest in a Producing Property which entitles the holder thereof to a share of the gross revenues from oil and gas production from the Producing Property less all operating, production, development, transportation, transmission and marketing expenses, severance, sales, ad valorem and excise taxes (including the windfall profit tax) attributable to such production.

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

  • 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.

  • 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 has the meaning set forth in Section 5.01(g) hereof.

  • 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.

  • 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)(c)(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), and 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.

  • 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 5.01(g) hereof.

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